中国公司法中英对照版Company Law of the People's Republic of China (2013 Amendment)

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公司法(英文版)

The Company Law of the People'sRepublic 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 Company Section 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 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 Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debtsof the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business covers any item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the 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 intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education andin-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22The 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 LiabilityCompanySection 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 within5 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 value assessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made innon-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 makefull payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the othershareholders 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 interestsof the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed bynon-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 at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited 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 uponre-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meeting and reporting on the status of work thereto;。

中国公司法中英文

中国公司法中英文Chinese Company Law (中国公司法)Article 1. This Law is formulated in accordance with the Constitution of the People's Republic of China in order to regulate corporate activities, protect the lawful rights and interests of corporate investors, maintain social and economic order, and promote the development of the socialist market economy.第一条为了规范公司活动，保护公司投资者的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，根据《中华人民共和国宪法》制定本法。

Article 2. This Law shall apply to companies registered within the territory of the People's Republic of China.第二条本法适用于在中华人民共和国境内设立的公司。

Article 3. The term "company" as used in this Law refers to limited liability companies, joint stock limited companies, and other companies as specified by laws and administrative regulations.第三条本法所称公司，是指有限责任公司、股份有限公司，以及法律、行政法规规定的其他公司。

Article 4. The establishment of a company shall comply with the principle of voluntariness, fairness, and honesty; shall not impair public interests, harm the legitimate rights and interests of others, or violate laws and administrative regulations.第四条设立公司应当遵循自愿、公平、诚实的原则，不得损害社会公共利益，不得侵害他人的合法权益，不得违反法律、行政法规。

Company_Law_of_the_People(新公司法英文版)

Company Law of the People's Republic of China【Document No.】Order of the President of the People's Republic of China No.42【Promulgation Date】2005-10-27【Effective Date】2006-01-01【Repealed Date】【Promulgation Body】Standing Committee of the NPC【Status】Effective【Status Description】The revised Company Law of the People's Republic of China was adopted at the 18th Meeting of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005, is hereby promulgated and shall come into effect as of January 1, 2006.The President of the People's Republic of China: Hu JintaoOctober 27, 2005 (Adopted at the fifth meeting of the standing committee of the eighth national People's Congress on December 29, 1993, revised for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13th meeting of the Standing Committee of the 9th National People's Congress on December 25, 1999; revised for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Meeting of the Standing Committee of the tenth National People's Congress on August 28, 2004; and revised for the third time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 18th Meeting of the Standing Committee of the tenth National People's Congress on October 27, 2005 )Chapter 1 General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain socio-economic order and to promote the development of the socialist market economy.Article 2The Term "company" referred to in this Law shall mean a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person, has independent property of legal person, and shall enjoy the right to the entire property of the legal person. A company shall be liable for its debts to the extent of all its assets.In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of the amount of the capital contribution subscribed for by them respectively; in the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of the shares subscribed for by them respectively.Article 4The shareholders of a company shall, according to law, enjoy such rights of owners as benefiting from assets of the company, making major decisions and selecting managerial personnel.Article 5A company must, when engaging in business activities, abide by the laws and administrative regulations observe social morals and commercial ethics, are in integrity and good faith, accept supervision of the government and the public, and undertake social liability.The legitimate rights and interests of companies shall be protected by law and shall be inviolable.Article 6Application shall be made to the company registration authority for registration of the incorporation of a company. Companies meeting the conditions on incorporation provided by this Law shall be registered as limited liability companies or joint stock limited companies respectively; while companies failing to meet the conditions on incorporation provided by this Law shall not be registered as limited liability companies or joint stock limited companies.If the incorporation of a company must be reported for approval in accordance With the provisions of laws or administrative regulations, the procedure for approval shall be handled prior to the registration of the company according to law.The public may apply to the company registration authority for enquiry of theregistered items of a company, and the company registration authority shall provide the service of such enquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date of the issuance of the company's business license shall be the date of the incorporation of the company.The business license of the company shall state such matters as the name, domicile, registered capital, business scope and the name of the legal representative of the company.In case of any change in any item recorded in the company's business license, the company shall apply for registration of the change according to law, and the company registration authority shall reissue the business license.Article 8A limited liability company established according to this Law must clearly indicate the words "limited Liability company" in its name.A joint stock limited company established according to this Law must clearly indicate the words "joint limited company" in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law.Where a limited liability company is converted into a joint stock limited company or a joint stock limited company is converted into a limited liability company, the claims and debts of the original company shall be succeeded to the converted company.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated according to law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior executives.Article 12A company's scope of business shall be defined in its articles of association and registered according to law. The company may revise its articles of association and change its business scope, provided that it shall apply for registration of such revision and change.Items within the company's business scope that shall be subject to approval under laws, administrative regulations shall be approved according to law. Article 13The post of a company's legal representative shall be held by the chairman of the board of directors, executive director or the manager of the company and shall be registered according to law. If the company's legal representative is changed, the company shall handle the procedure for registration of the change.Article 14A company may establish branches. The company shall, if establishing branches apply to the company registration authority for registration of the establishment and acquire the business license of the branches. The branches do not possess the status of legal person and their civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal person, and shall independently bear civil liabilities accord to law.Article 15A company may invest in other enterprises; provided that, the company shall not become the investor undertaking the joint and several liability for the debts of the invested enterprises, except as otherwise provided by laws.Article 16Where a company is to invest in other enterprise or provide guarantee for others, it shall be decided by the board of directors or the shareholders meeting or the shareholders general meeting in accordance with the provisions of its articles of association; if the articles of association of the company stipulate the limit of the total amount of the investment or the guarantee, or the amount of the investment or the guarantee in single item, then, the limit shall not be exceeded.If a company is to provide guarantee for its shareholders or actual controllers, it shall be decided by the shareholders meeting or the shareholders general meeting.The shareholders as provided in the preceding Paragraph and the shareholders controlled by the actual controllers as provided in the preceding Paragraph shall not participate in the voting for the matter provided in the preceding Paragraph. Such voting shall be passed based on more than half of the voting rights held by other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interest of their staff and workers, sign labor contracts with their staff and workers according to law, participate in social insurance, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training for their staff and workers so as to improve their quality.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People's Republic of China, organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union of the company shall, on behalf of the staff and works of the company and according to law, sign with the company a collective contract on such matters as labor salaries, working hours, welfare, insurance and labor safety and health of the staff and works.Companies shall, through the staff and workers congress or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.If a company is to make decision on system reform, major issues on business operation or formulation of important rules and regulations, it shall solicit the opinions of its trade union, and solicit the opinions and suggestions of its staff and workers through the staff and workers congress or other forms.Article 19In accordance with the Constitution of the Communist Party of China, the organization of the Communist Party of China shall be established in a company so as to carry out their activities of the communist Party. The company shall provide its communist organization with conditions necessary for carrying out its activities.Article 20The shareholders of a company shall abide by laws, administrative regulations and the articles of association of the company, exercise their rights accordingto law, and shall not abuse their rights to damage the interests of the company or other shareholders nor abuse the independent status of corporate legal person and shareholders' limited liability to damage the interests of the company's creditors.The shareholders, who abuse their rights so as to cause losses to the company or other shareholders, shall undertake the liability for compensation.If the shareholders of a company abuse the independent status of corporate legal person and shareholders' limited liability to avoid debts and damage the interests of the company's creditors, they shall undertake the joint and several liability for the company's debts.Article 21The holding shareholders, actual controllers, directors, supervisors, senior executives of a company shall not, by taking advantage of their affiliate relationship, damage the interests of the company.They shall, in violation of the provisions of the preceding Paragraph, undertake the liability for compensation if any loss is caused to the company thereby.Article 22The contents in the resolutions of the shareholders meeting or the shareholders general meeting or the board of directors of a company, if in violation of the laws or administrative regulations, shall be null and void.If the procedure for convening meetings or the voting method of the shareholders meeting or the shareholders general meeting or the board of directors of a company are in violation of the laws, administrative regulations or the articles of association of the company, or the contents in the resolutions thereof are in violation of the articles of association, the shareholders of the company may, within 60 days upon the date of making the resolution, request the people's court to cancel them.If the shareholders bring a lawsuit in accordance with the provisions of the p receding Paragraph, the people's court may, upon the request the company, require the shareholders to provide the relevant guarantee.If the company has handled the procedure for registration of change in accordance with such resolutions of its shareholders meeting or the shareholders general meeting or the board of directors, the people's court shall declare such resolutions invalid, or, after such resolutions are cancelled, thecompany shall apply to the company registration authority for cancellation of the registration of change.Chapter 2 Incorporation and Organizational Structure of the Limited Liability CompaniesSection 1 IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders shall conform to the statutory number;(2) The capital contributions of the shareholders shall reach the statutory minimum amount of capital;(3) The shareholders shall have jointly formulated the articles of association of the company;(4) The company shall have a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company shall have a domicile.Article 24A limited liability company shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) The name and domicile of the company;(2) The scope of business of the company;(3) The registered capital of the company;(4) The names or titles of the shareholders;(5) The method and amount of capital contributions by the shareholder;(6) The organization of the company, its method of creation, functions and powers and the rules of procedure;(7) The legal representative of the company;(8) Other items which the shareholders meetings deem necessary to be specified.The shareholders shall sign and affix their seals to the company's articles of association.Article 26The registered capital of a limited liability company shall be the amount of the capital contributions subscribed for by all of its shareholders as registered with the company registration authority. The amount of initial capital contributions paid by all the shareholders of the company shall not be less than 20% of the registered capital of the company nor less than the statutory minimum amount of registered capital, and the remaining of the registered capital may be paid up by the shareholders within two year upon the incorporation of the company, provided that, in case of a investment company, it may be paid up within five years upon the incorporation of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30,000. If a higher minimum amount of the registered capital of a limited liability company than that as stipulated in the preceding sentence is provided by laws or administrative regulations, such provisions shall prevail.Article 27A shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights, land-use rights at their appraised value that may be evaluated in currency and may be transferred according to law; except those properties that shall not be contributed as capital in accordance with the provisions of laws or administrative regulations.The non-currency property contributed as capital shall undergo an appraisal, valuation and verification, and shall not be overvalued or undervalued. If the appraisal and valuation of such property is provided by laws or administrative regulations, such provisions shall apply.The amount of capital contribution in currency by all shareholders shall not be less than 30% of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for by it under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company. Where a shareholder makes its capital contribution in the form of non-currency property, the transfer procedures for the property rights shall be handled according to law.Shareholders failing to make the capital contributions in accordance with the preceding Paragraph shall be liable for breach of contract towards the shareholders who have made their capital contributions in full and on time. Article 29After all shareholders have made their capital contribution in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the total capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the deficiency; those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefore.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificate shall specify the following items:(1) The name of the company;(2) The date of the incorporation of the company;(3) The registered capital of the company;(4) The names or titles of the shareholders, the amount and date of their capital contribution; and(5) The serial number of the capital contribution certificate and the date of its verification and issuance.A capital contribution certificate shall bear the seal of the company on it. Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) The names or titles and domiciles of the shareholders;(2) The amounts of capital contributions of the shareholders; and(3) The serial numbers of the capital contribution certificates.The shareholders recorded in the roster may claim to exercise the shareholder's right based on the roster.The company shall register with the company registration authority the names or titles and the amounts of capital contributions of its shareholders; in case of change of such registered items, the registration of the change shall be handled. If the company fails to register such items or such change, it shall not counter any third party.Article 34A shareholder shall have the right to look up and copy the articles of association, the minutes of shareholders meetings, the resolutions of the meeting of the board of directors, the resolutions of the meetings of the supervisory board and the financial statements of the company.The shareholders may require looking up the accounting books of the company. A shareholder shall, if requiring looking up the accounting books of the company, submit to the company a written request specifying the purpose.If the company reasonably holds that the shareholder's request for looking up the accounting books is for undue purpose and may damage the legal interests of the company, it may refuse to provide the access to the accounting books, and shall, within 15 days upon its receipt of the shareholder's written request, give to the shareholder a written reply specifying the reason. If the company refuses to provide the access to the accounting books, the shareholder may request the people's court to require the company to provide the access to the accounting books.Article 35Shareholders shall draw dividends in proportion to their paid-up capital contributions. Where a company increases capital, the existing shareholders shall have the priority to subscribe for new shares in proportion to their paid-up capital contributions, except as otherwise agreed by all the shareholders. Article 36Once a company is incorporated, its shareholders shall not withdraw their capital contributions.Section 2 Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders meeting shall exercise the following functions and power:(1) To decide on the business policy and investment plan of the company;(2) To elect and recall directors and supervisors not acted as by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) To examine and approve reports of the board of directors;(4) To examine and approve the reports of the supervisory board or supervisors;(5) To examine and approve the annual financial budget plan and finalaccounts plan of the company;(6) To examine and approve plans for profit distribution of the company and plans for making up losses;(7) To adopt resolution on the increase or reduction of the registered capital of the company;(8) To adopt resolutions on the issuance of company bonds;(9) To adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company; and(10) To amend the articles of association of the company; and(11) To exercise other functions and powers as stipulated in the articles of association.If all the shareholders reach a written agreement upon the matters as listed in the preceding Paragraph, then a decision may be made directly instead of convening the shareholders meeting, and in such case, all the shareholders shall sign and affix their seals on the written decision.Article 39The first shareholders meeting of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings shall be convened upon proposal made by shareholders representing one-tenth or more of the voting rights, or, by one-third or more of directors or by the supervisory board or by the supervisors of the company having no the supervisory board.Article 41Where a limited liability company has set up a board of directors, its shareholders meetings shall be convened by the board of directors and presided over by the chairman of the board. Where special circumstances preclude the chairman of the board from performing his functions, themeetings shall be presided over by a vice-chairman; if the vice-chairman cannot or fails to perform his function, the meetings shall be presided over by a director elected by half or more of the directors.Where a limited liability company has not set up a board of director, the shareholders meetings shall be convened and presided over by the executive director.If the board of directors or the executive director of the company cannot or fails to perform the functions to convene the shareholders meetings, then the supervisory board or the supervisors of the company having no the supervisory board shall be responsible for convening and presiding over the shareholders meetings; if the supervisory board or the supervisors fail to convene and preside over the shareholders meeting, the shareholders representing one-tenth voting rights may convene and preside over the shareholders meeting at their own discretion.Article 42All shareholders shall be notified 15 days prior to the convening of a shareholders meeting; except as otherwise provided in the articles of association of the company or otherwise agreed by all shareholders.The shareholders meeting shall keep minutes of their decision on matters discussed at it, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, except as otherwise provided in the articles of association of the company.Article 44The rules of deliberation and voting procedures of the shareholders meeting shall, except otherwise provided for by this Law, be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45A limited liability company shall have a board of directors, which shall becomposed of three to 13 members.Except as otherwise provided in Article 51 of this Law, The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. Such representative of the staff and workers shall be democratically elected by the staff and workers of the company through the staff and workers congress, workers' assembly or other forms.A board of directors shall have a chairman and may have vice-chairmen. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of office of directors shall be stipulated by the articles of association of the company but shall not exceed three years. A director may, if reflected upon expiration of his term of office, serve consecutive terms.If the members of the board of directors are less than the quorum because reselection is not conducted upon expiry of the tem office of a director, or a director resigns during his term of office, then, before the reselected director takes his office, the original director shall, in accordance with the provisions of laws, administrative regulations and the articles of association, perform director's function.Article 47The board of directors shall be responsible to the shareholders meeting, and exercise the following functions and powers:(1) To be responsible for convening shareholders meetings and to report on its work to the shareholders meetings;(2) To implement the resolutions of the shareholders meetings;(3) To decide on the business plans and investment plan of the company;(4) To formulate the annual financial budget plan and final accounts plan of the company;(5) To formulate plans for profit distribution and plans for making up losses of the company;(6) To formulate plans for the increase or reduction of the registered capital。

公司法司法解释二中英对照

Provisions of the Supreme People's Court on Certain Issues Concerning the Application of the "Company Law of the People's Republic of China" (II) 最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（二）Promulgating Institution: Supreme People's CourtDocument Number: Fa Shi [2008] No. 6Promulgating Date: 05/12/2008Effective Date: 05/19/2008Validity Status: Valid颁布机关: 最高人民法院文号: 法释[2008]6号颁布时间: 05/12/2008实施时间: 05/19/2008效力状态: 有效Text正文(Adopted at the 1447th Session of the Trial Committee of the Supreme People's Court on 15 May 2008)（2008年5月5日最高人民法院审判委员会第1447次会议通过）In order to correctly apply the Company Law of the People's Republic of China, the provisions on issues concerning the application of law by people's courts in their trial of cases involving company dissolution and liquidation are formulated as follows, by taking into consideration trial practices:为正确适用《中华人民共和国公司法》，结合审判实践，就人民法院审理公司解散和清算案件适用法律问题作出如下规定。

中国公司法中英文版

中华人民共和国公司法COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA目录：TABLE OF CONTENTS第一章：总则Chapter One: General Provisions第二章：有限责任公司的设立和组织机构Chapter Two: Establishment and Organs of Limited Liability Company第一节：设立Section One Establishment第二节：组织机构Section Two Organs第三节：国有独资公司Section Three. Wholly State-owned Company第三章：股分有限公司的设立和组织机构Chapter Three: Establishment and Organs of Joint Stock Limited Company 第一节：设立Section One. Establishment第二节：股东大会Section Two. Shareholders’general committee第三节：董事会、领导Section Three. Board Of Directors And General Manager第四节：监事会Section Four. Board Of Supervisors第四章：股分有限公司的股分发行和转让Chapter Four: Issue and Transfer of Shares of Joint Stock Limited Company 第一节：股分发行Section One. Issue Of Shares第二节：股分转让Section Two. Transfer Of Shares第三节：上市公司Section Three. Listed Company第五章：公司债券Chapter Five: Company Bonds第六章：公司财务、会计Chapter Six: Financial and Accounting Affairs of Company第七章：公司归并、分立Chapter Seven: Merger and Division of Company第八章：公司破产、解散和清算Chapter Eight: Bankruptcy, Dissolution and Liquidation of Company第九章：外国公司的分支机构Chapter Nine: Branch of Foreign Company第十章：法律责任Chapter Ten: Legal Liabilities第十一章：附则Chapter Eleven: Supplementary Provisions第一章：总则Chapter One: General Provisions第一条：为了适应成立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，保护社会经济秩序，增进社会主义市场经济的进展，按照宪法，制定本法。

新版公司法中英文对照版

作者：未知文章来源：未知更新时间：2005-11-7 13:42:31Company Law of The People's Republic of China (1999)Order of the President of the People''s Republic ofChina"Decision of the Standing Committee of the National People''s Congress Regarding the Revision of Company Law of the People''s Republic of China" is adopted on The 13th Session of the Standing Committee of the Ninth National People''s Congress on December 25, 1999,and is promulgated. This law and decision are effective as of the same date of Promulgation.《全国人民代表大会常务委员会关于修改〈中华人民共和国公司法〉的决定》已由中华人民共和国第九届全国人民代表大会常务委员会第十三次会议于1999年12月25日通过，现予公布，修改后的《中华人民共和国公司法》和本决定自公布之日起施行。

President of the People''s Republic of China: JiangZeminDecember 25, 1999Company Law of the People''s Republic of ChinaContent目录Chapter I General Provisions第一章总则Chapter II Establishment and Organizational Structureof Limited Liability Companies第二章有限责任公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Organizational Structure第二节组织机构Section 3 Wholly State-owned Companies第三节国有独资公司Chapter III Establishment and OrganizationalStructure of Joint Stock Limited Companies第三章股份有限公司的设立和组织机构Section 1 Establishment第一节设立Section 2 Shareholders'' General Meetings第二节股东大会Section 3 Board of Directors, and Manager第三节董事会、经理Section 4 Supervisory Board第四节监事会Chapter IV Issue and Transfer of Shares of Joint StockLimited Companies第四章股份有限公司的股份发行和转让Section 1 Issue of Shares第一节股份发行Section 2 Transfer of Shares第二节股份转让Section 3 Listed Companies第三节上市公司Chapter V Company Bonds第五章公司债券Chapter VI Financial Affairs and Accounting ofCompanies第六章公司财务、会计Chapter VII Merger and Division of Companies第七章公司合并、分立Chapter VIII Bankruptcy, Dissolution and Liquidationof Companies第八章公司破产、解散和清算Chapter IX Branches of Foreign Companies第九章外国公司的分支机构Chapter X Legal Liability第十章法律责任Chapter XI Supplementary Provisions第十一章附则Chapter I General Provisions第一章总则Article 1 This Law is formulated in accordance with the Constitution of the People''s Republic of China in order to meet the needs of establishing a modern 第一条为了适应建立现代企业制度的需要，规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经enterprise system, to standardize the organization andactivities of companies, to protect the legitimate rightsand interests of companies, shareholders and creditors,to maintain social and economic order and to promotethe development of the socialist market economy.济的发展，根据宪法，制定本法。

公司法(中英对照版)

中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

Company_Law_of_the_People's_Republic_of_China_(Revised_in_2013)-公司法

中华⼈民共和国公司法（2013年修订）Company Law of the People's Republic of China (Revised in 2013)发文日期: 2013-12-28Promulgation date: 2013-12-28地域: 全国Effective region: NATIONAL颁布机关: 全国⼈民代表⼤会常务委员会Promulgator: Standing Committee of the National People's Congress文号: 中华⼈民共和国主席令第8号Document no: Order of the President of People's Republic of China No. 8时效性: 现行有效Effectiveness: Effective生效日期: 2014-03-01Effective date: 2014-03-01所属分类: 综合 ( 公司法->综合 )Category: General ( Company Law->General )中华⼈民共和国公司法（2013年修订）Company Law of the People's Republic of China (Revised in 2013)中华⼈民共和国主席令第8号Order of the President of the People's Republic ofChina No.82013年12月28日December 28, 2013 （1993年12月29日第⼋届全国⼈民代表⼤会常务委员会第五次会议通过根据1999年12月25日第九届全国⼈民代表⼤会常务委员会第十三次会议《关于修改<中华⼈民共和国公司法>的决定》第⼀次修正根据2004年8月28日第十届全国⼈民代表⼤会常务委员会第十⼀次会议《关于修改<中华⼈民共和国公司法>的决定》第⼆次修正 2005年10月27日第十届全国⼈民代表⼤会常务委员会第十⼋次会议修订根据2013年12月28日第十⼆届全国⼈民代表⼤会常务委员会第六次会议《关于修改<中华⼈民共和国海洋环境保护法>等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Revising the Company Law of the People's Republic of China dated December 25, 1999; amended for the second time in accordance with the Decision of the 11th Session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on Revising the Company Law of the People's Republic of China dated August 28, 2004; revised at the 18th Session of the Tenth National People's Congress of the People's Republic of China on October 27, 2005; and amended for the third time in accordance with the Decision on Revising Seven Laws Including the Law of the People's Republic of China on the Protection of the Marine Environment at the Sixth Session of the Standing Committee of the 12th National People's Congress of the People's Republic of China dated December 28, 2013) 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ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of a Limited Liability CompanySection 1 EstablishmentSection 2 Organizational StructureSection 3 Special Provisions on Single Shareholder Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned 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CompaniesChapter III Transfer of Stock Rights in Limited Liability CompaniesChapter IV Establishment and Organizational Structure of a Joint Stock Limited CompanySection 1 EstablishmentSection 2 General MeetingSection 3 Board of Directors and ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of a Listed CompanyChapter V Issuance and Transfer of Shares in a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Duties of Company Directors, Supervisors and Senior OfficersChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Combination and Division of Companies; Increase and Reduction of Registered CapitalChapter X Company Dissolutions and Liquidations Chapter XI Branches of Foreign CompaniesChapter XII Legal LiabilityChapter XIII Supplementary Provisions 第⼀章　总则Chapter I General Provisions 第⼀条　为了规范公司的组织和行为，保护公司、股东和债权⼈的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。

公司法英文版

Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General Provisions.Chapter Two: Incorporation and Organizational Structure of a Limited Liability Company.Section One Incorporation.Section Two Organizational Structure.Section Three Special Provisions on One-Person Limited Liability Companies.Section Four Special Provisions on Wholly State-owned Companies.Chapter Three: Share Transfer of a Limited Liability Company.Chapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company.Section One EstablishmentSection Two General Meeting of Shareholders.Section Three Board of Directors and General ManagerSection Four Board of Supervisors.Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies.Section One Issue of Shares.Section Two Assignment Of Shares.Chapter Six: Qualifications and Obligations of Directors, Supervisors and Senior Officers.Chapter Seven: Company Bonds.Chapter Eight : Financial and Accounting Affairs of Company.Chapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of Company.Chapter Eleven : Branch of Foreign Company.Chapter Twelve: Legal Liabilities.Chapter Thirteen : Supplementary Provisions.Chapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approval shall be completed according to law prior to the registration of such companies. The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles ofassociation shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a tradeunion to carry out the trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The sha reholders of a company shall exercise their shareholders’ rights in compliance with laws, administrative rules and regulation s as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or ot her shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders t o disregard debts and ser iously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts of the company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting ofshareholders or board of directors, the company shall, after the people’s court declares such resolution nul l and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, the above-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders m ay apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.Article 39The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;(10) formulating the basic management scheme of the company;(11) exercising other powers stipulated by the articles of association.Article 48A meeting of the board of directors shall be convened and presided over by the chairman. Where the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by the vice-chairman. Where the vice-chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a director jointly nominated by more than half of the directors.Article 49Except as otherwise provided for in this Law, the rules of deliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors present at the meeting.。

公司法(中英文)

Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-owned CompaniesChapter III: Transfer of Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。

公司法(英文版)

新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the18th meeting of the Standing Committee of the Tenth National People's Congress on October27,2005.This Law,as amended, is hereby promulgated and will come into force on January1,2006.)Chapter One:General Provisions.1Chapter Two:Incorporation and Organizational Structure of a Limited Liability Company.6Section One Incorporation.6Section Two Organizational Structure.9Section Three Special Provisions on One-Person Limited Liability Companies.14Section Four Special Provisions on Wholly State-owned Companies.15Chapter Three:Share Transfer of a Limited Liability Company.16Chapter Four:Establishment and Organizational Structure of a Joint Stock Limited Company.18Section One Establishment18Section Two General Meeting of Shareholders.23Section Three Board of Directors and General Manager25Section Four Board of Supervisors.27Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies.28Section One Issue of Shares.28Section Two Assignment Of Shares.31Chapter Six:Qualifications and Obligations of Directors,Supervisors and Senior Officers.32Chapter Seven:Company Bonds.35Chapter Eight:Financial and Accounting Affairs of Company.36Chapter Nine:Merger and Division of Company,Increase and Decrease of Registered Capital38Chapter Ten:Dissolution and Liquidation of Company.40Chapter Eleven:Branch of Foreign Company.42Chapter Twelve:Legal Liabilities.43Chapter Thirteen:Supplementary Provisions.47Chapter One:General ProvisionsArticle1This Law is enacted in order to standardize the organization and activities of companies,to protect the legitimate rights and interests of companies,shareholders and creditors,to maintain the socio-economic order and to promote the development of the socialist market economy.Article2The term'company'referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legalperson.A company shall be liable for its debts to the extent of all its assets.In the case of a limited liability company,shareholders shall assume liability towards the company to the extent of their respective capital contributions.In the case of a joint stock limited company,shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article4The shareholders of a company shall enjoy such rights as benefiting from assets of the company,making major decisions and selecting managerial personnel in accordance with the law.Article5In conducting its business,a company must abide by laws and administrative rules and regulations,observe social morals and business ethics,conduct businesses in good faith,subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article6A company shall apply to the company registration authority for establishment panies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies;while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws,administrative rules and regulations provide that incorporation of companies must be subject to examination and approval,the procedures of examination and approval shall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority.The company registration authority shall provide such inquiry service.Article7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law.The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company,registered capital,paid-in capital, business scope,the name of the legal representative,etc.In the event of any change to the registration item of the business license,a company shall undergo alteration registration procedures with the company registration authority in accordance with the law,after which a new business license shall be issued to the company.Article8A limited liability company established according with this Law must clearly indicate the words'limited liability company'in its name.A joint stock limited company established according to this Law must clearly indicate the words'joint stock limited company'or‘joint stock company’in its name.Article9If a limited liability company is to be converted into a joint stock limited company,it shall satisfy the requirements for a joint stock limited company stipulated by this Law.If a joint stock limited company is to be converted into a limited liability company,it shall satisfy the requirements for a limited liability company stipulated by this Law.Where a limited liability company is converted into a joint stock limited company or vice versa,the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article10A company's domicile shall be the place where its main administrative organization is located.Article11Articles of association must be formulated in accordance with the law when a company is incorporated.A company's articles of association shall have binding force on the company,its shareholders,directors, supervisors and senior officers.Article12A company's scope of business shall be defined in its articles of association and registered in accordance with the law.A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws,administrative rules and regulations shall be approved in accordance with the law.Article13The legal representative of a company may be represented by the chairman,executive director or manager of a company in compliance with its articles of association and registered in accordance with the law.In the event of any change of the legal representative of a company,such change shall be registered in accordance with the law.Article14A company may establish branches.The company,in establishing its branch(es),shall conduct establishment registration procedures with the company registration authority and obtain the business license(s).The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries,which shall possess the status of enterprise legal persons,and shall independently bear civil liabilities in accordance with the law.Article15A company may invest in other enterprises,however,unless otherwise stipulated by the law,the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article16Investments in other enterprises or provisions of security by a company shall be determined by its board ofdirectors,shareholders meeting or general meeting of shareholders in compliance with its articles of association.Where the limit of the aggregate amount of investment or security extended by a company or,the amount of investment or security extended in each case is set out in the articles of association,the actual amount of investment or security shall not exceed such limit.Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph.The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article17Companies must protect the lawful rights and interests of their staff and workers,sign labor contracts with them and cover them with social insurances in accordance with the law,and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article18Company's staff and workers shall,in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers.The company shall provide its trade union with conditions necessary for carrying out its activities.The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration,work hours,welfare,insurance,labor security,etc.in accordance with the law.Companies shall,through the congress of the workers and staff members or other forms,practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company,or formulating important rules and regulations and shall,through the congress of the workers and staff members or other forms,seek advice and suggestions from its staff and workers.Article19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of panies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company,shall not abuse their shareholders’rights to injure the interests of the company or other shareholders,or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’screditors.Where the abuse of shareholders’rights causes any loss to the company or other shareholders,such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors,such shareholders shall bear joint and several liability for the debts of the company.Article21The controlling shareholders,actual controllers,directors,supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and,where any losses are incurred in violation hereof,shall be liable for compensation.Article22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting,the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting,general meeting of shareholders or board of directors of a company or the voting method violates laws,administrative rules and regulations or the articles of association of the company,or the resolution thereof contravenes the articles of association of the company,shareholders may,within sixty(60)days of the resolution,apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph,a people’s court may,at the company’s request,order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors,the company shall,after the people’s court declares such resolution null and void or revokes the same,shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two:Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1)The number of shareholders conforms to the statutory quorum;(2)The capital contributions of the shareholders reach the statutory minimum amount of capital;(3)The shareholders have jointly formulated the articles of association of the company;(4)The company has a name and an organizational structure established in compliance with the requirements for a limited liability company;and(5)The company has a domicile.Article24A limited liability company shall be incorporated by not more than fifty(50)shareholders.Article25The articles of association of a limited liability company shall specify the following particulars:(1)the name and domicile of the company;(2)the scope of business of the company;(3)the registered capital of the company;(4)the names or titles of the shareholders;(5)the method,amount and time of capital contributions by the shareholders;(6)the organization of the company,its method of creation,functions and powers and therules of procedure;(7)the legal representative of the company;(8)other items which the shareholders deem necessary to be specified.Shareholders shall sign and execute the article of association of the company.Article26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority.The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent(20%)of the registered capital or the minimum amount prescribed by the law,the remaining of which shall be fully paid up within two years of the establishment of the company.In the case of an investment company,the remaining amount of the registered capital may be paid up within five years of the establishment of the company.The minimum amount of the registered capital of a limited liability company shall be RMB30,000.Where laws and administrative regulations provide for more than the minimum amount,such provisions shall apply.Article27Except for assets forbidden to be used as contribution by laws and administrative regulations,a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects,intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification,and shall not be overvalued or undervalued.Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property,such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent(30%)of the amount of the registered capital of the limited liability company.Article28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company.Where a shareholder makes its capital contribution in currency,it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established.Where a shareholder makes its capital contribution in the form of non-currency property,the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall,they shall,in addition to making the contributions in full,be liable for breach of contract towards the shareholders who have made full capital contributions.Article29After all shareholders have made their capital contributions in full,such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution,application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration,the articles of association and the capital verification certificate.Article31Where,after the incorporation of a limited liability company,it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference.Those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article32After a limited liability company has been incorporated,it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1)the name of the company;(2)the registration date of the company;(3)the registered capital of the company;(4)the name or title of the shareholder,the amount and date of its capital contribution;(5)the serial number of the capital contribution certificate and the date of its verification and issuance.A capital contribution certificate shall bear the seal of the company on it.Article33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1)the names or titles and domiciles of the shareholders;(2)the amounts of capital contributions of the shareholders;and(3)the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and,in the event of any change thereof,apply foralteration registration.Unless duly registered,the above-mentioned items and any changes thereof shall not be a defense against a third party.Article34A shareholder shall have the right to view the articles of association,the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company.For this purpose,they shall submit a written request and state reasons.Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company,the company may refuse such request and shall,within fifteen(15)days of such request,reply in written form and state reasons.Given such,shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article35Unless otherwise agreed upon by all shareholders,shareholders shall draw dividends in proportion to their actual capital contributions and,where a company increases capital,shall have priority in subscription for new shares in proportion to their actual contributions.Article36Once a company is registered,its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle37The shareholders meeting of a limited liability company shall be composed of all the shareholders.The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article38The shareholders meeting shall exercise the following functions and powers:(1)to decide on the business policy and investment plan of the company;(2)to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers,and to decide on matters concerning the remuneration of directors and supervisors;(3)to examine and approve reports of the board of directors;(4)to examine and approve reports of the supervisory board or supervisors;(5)to examine and approve the annual financial budget plan and final accounts plan of the company;(6)to examine and approve plans for profit distribution of the company and plans for making up losses;(7)to adopt resolutions on the increase or reduction of the registered capital of the company;(8)to adopt resolutions on the issuance of company bonds;(9)to adopt resolutions on matters such as the merger,division,transformation,dissolution and liquidation of the company;(10)to amend the articles of association of the company;(11)to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders,the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.Article39The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article40Shareholders meetings shall be divided into regular meetings and interim meetings.Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company.Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors,or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article41Where a limited liability company has a board of directors,its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board.Where the chairman of the board is unable to or does not perform his function,the meeting shall be presided over by a vice-chairman.Where the vice-chairman is unable to or does not perform his function,the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors,the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function,the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors.Where the board of supervisors or supervisor cannot or does not perform its function,the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article42All shareholders shall be notified fifteen(15)days prior to the convening of a shareholders meeting,unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions,unless otherwise stipulated by the articles of association.Article44Except as provided for in this Law,the rules of deliberation and voting procedures of the shareholders meetingshall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital,the division, merger,dissolution,or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article45Except as otherwise provided for in Article51of this Law,a limited liability company shall have a board of directors,which shall be composed of three to thirteen members.The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises,or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company.The members of the board of directors of other limited liability companies may also include representatives of the staff and workers.Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms.A board of directors shall have a chairman and may have a vice-chairman.The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article46The term of the directors shall be prescribed by the articles of association,provided that each term may not exceed three(3)years.A director may continue to serve his post if he is re-elected upon the expiration of his term.Where a new elect is not yet available upon expiration of a director’s term,or the number of the directors on the board is less than the quorum due to the resignation of a director within his term,such director,before the new elect takes his office,shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1)being responsible for convening shareholders meetings and presenting reports thereto;(2)implementing resolutions adopted by the shareholders meeting;(3)determining the company's operational plans and investment programs;(4)preparing annual financial budget plans and final accounting plans of the company;(5)preparing profit distribution plans and plans to cover company losses;(6)preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7)drafting plans for merger,division,change of corporate form or dissolution of the company;(8)determining the structure of the company's internal management;(9)appointing or removing the general manager of the company,appointing or removing,upon the general manager's recommendation,deputy managers of the company and the officer in charge of finance,and determining the remuneration for those officers;(10)formulating the basic management scheme of the company;(11)exercising other powers stipulated by the articles of association.Article48A meeting of the board of directors shall be convened and presided over by the chairman.Where the chairman is unable to or does not perform his duties,the meeting shall be convened and presided over by the。

公司法(中英对照版)

中国公司法(英文版)

中华人民共和国公司法Company Law of the People's Republic of China主席令第十六号（Adopted at the Fifth session of the Standing Committee of the Eighth National People'sCongress on December 29，1993）时效性：已被修正颁布日期：19931229 实施日期：19940701 失效日期：19991225颁布单位：全国人大常委会Chapter 1 General ProvisionsArticle 1 This Law is formulated in accordance with the Constitution in order to adapt to the needs to establish a modem enterprise system，standardize the organization and activities of companies，protect the legitimate rights and interests of companies，shareholders and creditors，safeguard social and economic order and promote the development of the socialist market economy.Article 2 In this Law，the term “company” refers to a limited liability company or a company limited by shares established within Chinese territory in accordance with this Law.Article 3 All limited liability companies and companies limited by shares are enterprise legal persons.In the case of a limited liability company， a shareholder is liable to the company to the extent of the amount of the shareholder's capital contribution. A limited liability company is liable for the debts of the company with all its assets.In the case of a company limited by shares，its entire capital is divided into shares of equal value and shareholders shall be liable to the company to the extent of the shares held by them. A company limited by shares is liable for the debts of the company with all its assets.Article 4 The shareholders of a company，as capital contributors，have the right to enjoy the benefits of the assets of the company，make major decisions，choose managers etc. in accordance with the amount of capital they have invested in the company.A company enjoys all legal person property rights constituted by the shareholders' investment，enjoys civil rights and assumes civil liabilities in accordance with law.Ownership of the State-owned assets in a company belongs to the state.Article 5 With respect to all its corporate property， a company conducts its business autonomously in accordance with law and is responsible for its own profits and losses.Under the state's macro regulation and control adjustment， a company organizes its production and operations autonomously according to market demand with the objectives of raising economic efficiency and labour productivity and preserving and increasing the value of assets.Article 6 A company implements an internal management structure with a clear division of rights and responsibilities，scientific management and combined incentives and restrictions.Article 7 A state owned enterprise which is being reorganized as a company shall replace its system of operation，gradually and systematically take inventory of its assets and verify its capital，determine property rights，clear creditors' rights and indebtedness，value assets and set up a standardized internal management structure in accordance with the law and conditions and requirements of administrative regulations.Article 8 The establishment of a limited liability company or a company limited by shares shall comply with the conditions set out in this Law. A company complying with the conditions of this Law is registered as a limited liability company or a company limited by shares. A Company which does not comply with the conditions set out in this Law shall not be registered as a limited liability company or a company limited by shares.Where the law or administrative regulations require that the establishment of a company be submitted for examination and approval，the procedures for such examination and approval are carried out before the company is registered.Article 9 A limited liability company established in accordance with this Law shall have the words “limited liability company” in its name.A company limited by shares established in accordance with this Law shall have the words “company limited by shares” in its name.Article 10 The domicile of a company is the place where its principal place of business is located.Article 11 In establishing a company，the company's articles of association shall prepared in accordance with this Law. The articles of association are binding on the company，the shareholders，directors，supervisors and managers.A company's business scope is specified in its articles of association and registered in accordance with the law. For items in a company's business scope which are restricted by law or administrative regulations，approval shall be obtained in accordance with the law.A company shall conduct business activities within its registered business scope. A company may change its business scope by amendments to its articles of association in accordance with procedures provided by law and after changing its registration with the company registration authority.Article 12 A company may invest in other limited liability companies or companies limited by shares and be liable to the companies which it has invested in to the extent of the amount of capital invested in such companies.Except for investment companies and holding companies specified by the State Council，where a company invests in other limited liability companies or companies limited by shares，the aggregate amount of investment shall not exceed fifty per cent of the net assets of the company，not including any increase in the capital of the other limited liability companies or companies limited by shares in which the company invests arising from any conversion of profits of these companies into capital following such investment.Article 13 A company may set up branches. Branches of a company do not have the status of enterprise legal persons and the company assumes the civil liabilities of its branches.A company may set up subsidiaries. Subsidiaries of a company have the status of enterprise legal persons and assume civil liabilities independently in accordance with the law.Article 14 In conducting its business activities， a company shall abide by the law and by business ethics，strengthen the construction of socialist spiritual civilization and accept the supervision of the government and the public.The legitimate rights and interests of a company are protected by law and shall not be infringed.Article 15 A company shall protect the legitimate rights and interests of its staff and workers，strengthen labour protection and bring about production safety.A company should use various means to enhance vocational education and on-the-job training for staff and workers to increase their work quality.Article 16 The staff and workers of a company organize a trade union in accordance with the law to carry out union activities and protect the lawful rights and interests of the staff and workers.A company shall provide the necessary conditions for activities of the trade union of the company.Limited liability companies established with investment by a wholly state-owned company and those established with investment by two or more state-owned enterprises or two or more other state-owned investment entities practice democratic management in accordance with the provisions of the Constitution and of relevant laws through the representative conferences of the staff and workers and otherwise.Article 17 The activities of the base-level organizations of the Communist Party of China in the company are dealt with in accordance with the Charter of the Communist Party of China.Article 18 The Law applies to limited liability companies with foreign investment. Where the laws on Sino-foreign equity joint venture enterprises，Sino-foreign co-operative joint ventureenterprises and wholly-owned foreign enterprises otherwise provide，the provisions of such laws apply.Chapter 2 Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentArticle 19 Establishment of a limited liability company shall be subject to fulfillment of the following conditions；（1）the number of shareholders meets the requirements of the law；（2）the investment contributed by shareholders meets the minimum amount of capital required by law；（3）the company's articles of association are formulated jointly by the shareholders；（4）there is a company name，and an organizational structure complying with the requirements for establishing a limited liability company；and（5）there is a fixed site for production and operations and the necessary conditions for production and operations.Article 20 A limited liability company is established by capital contributions made jointly by at least two and no more than fifty shareholders.A state-authorized investment institution or a department authorized by the state may invest on its own to establish a wholly state-owned limited liability company.Article 21 A state-owned enterprise established before the implementation of this Law which fulfills the conditions for the establishment of a limited liability company under this Law may be reorganized as a wholly state-owned limited liability company in the case of an investment entity with a single investor，or as a limited liability company as provided in the first paragraph of the preceding Article in the case of an investment entity with many investors.Implementing procedures and specific means for the reorganization of state-owned enterprises into companies are specified by the State Council in separate provisions.Article 22 The articles of association of a limited liability company shall set out the following：（1）the company's name and domicile；（2）the company's business scope；（3）the company's registered capital；（4）shareholders' names or titles；（5）shareholders' rights and obligations；（6）the form and amount of shareholders' capital contributions；（7）conditions for shareholders' transfer of capital contributions；（8）the company's organs and the method of establishing them，their powers and rules of procedure for discussion；（9）the company's legal representative；（10）grounds for the dissolution of the company and method for its liquidation；and（11）other matters which the shareholders consider necessary to provide for.The shareholders shall sign and seal the company's articles of association.Article 23 A limited liability company's registered capital is the capital actually contributed by all the shareholders and registered with the company registration authorities.The registered capital of a limited liability company shall not be less than the following minimum amounts：（1）for a company engaging principally in production operations，RMB 500，000 yuan；（2）for a company engaging principally in wholesaling commodities，RMB 500，000 yuan；（3）for a company engaging principally in commercial retailing，RMB 300，000 yuan；（4）for a company engaging principally in technology development，consultancy and services，RMB 100，000 yuan.Requirements for the minimum amount of registered capital for a limited liability company in a particular line of business to be higher than the amount stated in the preceding paragraphs are provided for in separate laws or administrative regulations.Article 24 Shareholders may make capital contributions in currency，or may invest in kind，use industrial property，non-patented technology or land use rights to make capital contributions based on their appraised value. For investment in kind，industrial property，non-patented technology or land use rights which are capital contributions，a valuation shall be carried out and the property contributed verified，without overvaluation or under valuation. The valuation of land use rights is to be dealt with in accordance with the provisions of laws and administrative regulations.The amount of industrial property or non-patented technology contributed as capital based on its appraised value shall not exceed twenty percent of the registered capital of a company，except as otherwise specified by the state for the use of the results of new and high technology.Article 25 Shareholders shall pay in full their respective subscribed capital contributions specified in the article of association. If a shareholder makes its contribution in currency，the currency contribution shall be deposited in full into a temporary account established with a bank by the proposed limited liability company；if the contribution is to be made in investment in kind，industrial property，non-patented technology or land use rights，procedures for transfer of the property rights shall be dealt with in accordance with the law.If a shareholder does not pay its subscribed capital contribution in accordance with the provisions of the preceding paragraph，such shareholder shall be liable for default to the other shareholders who have fully paid their capital contributions.Article 26 After the shareholders have paid in full their subscribed capital contributions a legally authorized investment verification authority must verify the investment and issue certificate.Article 27 Upon verification by a legally authorized investment verification authority of all capital contributions of shareholders，a designated representative or jointly appointed agent of all the shareholders applies to the company registration authority to register the establishment of the company，submitting the company registration application，the company's article of association，investment verification certificate and other documents.If examination and approval from relevant departments is required in accordance with any law or administrative regulation，the approval documents shall be submitted when applying to register the establishment of the company.Where the conditions required by this Law are met，the company registration authority registers the company and issues a company business licence. Where the conditions of this Law are not met，the company is not registered.The date of issue of the business licence is the date of establishment of a limited liability company.Article 28 After the establishment of a limited liability company，if the actual values of the investment in kind，industrial property，non-patented technology or land use rights are obviously lower than the values set in the articles of association，the difference shall be made up by the shareholder（s）who contributed such investment，and other shareholders at the time of the establishment of the company shall be jointly liable for the difference.Article 29 If a branch or branches of a limited liability company is established at the same time a limited liability company is established，application for the registration of the branch（es）shall be made to the company registration authority to obtain the business licence（s）。

公司法英文

The Company Law of the People's Republic of ChinaThe 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 ChinaHu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock 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 theapplication fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through themodification registration. If the company’s scope of business covers any item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the 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 intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education andin-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a LimitedLiability 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 than50 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 value assessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made innon-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders, claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder toconsult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed bynon-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 makerecords for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited 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 uponre-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meeting and reporting on the status of work thereto;。

Company_Law_中国公司法英文翻译

【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司Order of the President(No. 42 [2005])The Company Law of the People’s Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005. The amended Company Law of the People’s Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People’s Republic of China Hu JintaoOctober 27, 2005Company Law of the People’s Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People’s Congress of the People’s Republic of China on Amending the Company Law of the People’s Republic of China. Revised for the third time at the 18th Session of the 10th National People’s Congress of the People’s Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability CompanyChapter IV Establishment and Organizational Structure of A Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders’ AssemblySection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of A Listed Company Chapter V Issuance and Transfer of Shares of A Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A CompanyChapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of A CompanyChapter IX Merger and Split-up of Company; Increase and Deduction of Registered中华人民国主席令（第42号）《中华人民国公司法》已由中华人民国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民国公司法》公布，自2006年1月1日起施行。

Company Law of the People(新公司法中英文版)

Company Law of the People's Republic of China中华人民共和国公司法【Document No.】Order of the President of the People's Republic of China No.42中华人民共和国主席令第四十二号【Promulgation Date】2005-10-27【Effective Date】2006-01-01【Repealed Date】【Promulgation Body】Standing Committee of the NPC【Status】Effective【Status Description】The revised Company Law of the People's Republic of China was adopted at the 18th Meeting of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005, is hereby promulgated and shall come into effect as of January 1, 2006.The President of the People's Republic of China: Hu JintaoOctober 27, 2005(Adopted at the fifth meeting of the standing committee of the eighth National People's Congress on December 29, 1993, revised for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13th meeting of the Standing Committee of the 9th National People's Congress on December 25, 1999; revised for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Meeting of the Standing Committee of the tenth National People's Congress on August 28, 2004; and revised for the third time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 18th Meeting of the Standing Committee of the tenth National People's Congress on October 27, 2005 )Chapter 1 General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities ofcompanies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain socio-economic order and to promote the development of the socialist market economy.Article 2The Term "company" referred to in this Law shall mean a limited liability comp any or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person, has independent property of legal per son, and shall enjoy the right to the entire property of the legal person. A c ompany shall be liable for its debts to the extent of all its assets.In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of the amount of the capital contribution subscribed for by them respectively; in the case of a joint stock limited comp any, shareholders shall assume liability towards the company to the extent ofthe shares subscribed for by them respectively.Article 4The shareholders of a company shall, according to law, enjoy such rights of ow ners as benefiting from assets of the company, making major decisions and sele cting managerial personnel.Article 5A company must, when engaging in business activities, abide by the laws and ad ministrative regulations, observe social morals and commercial ethics, be in i ntegrity and good faith, accept supervision of the government and the public, and undertake social liability.The legitimate rights and interests of companies shall be protected by law and shall be inviolable.Article 6Application shall be made to the company registration authority for registration of the incorporation of a company. Companies meeting the conditions on inco rporation provided by this Law shall be registered as limited liability companies or joint stock limited companies respectively; while companies failing tomeet the conditions on incorporation provided by this Law shall not be registe red as limited liability companies or joint stock limited companies.If the incorporation of a company must be reported for approval in accordance with the provisions of laws or administrative regulations, the procedure for a pproval shall be handled prior to the registration of the company according to law.The public may apply to the company registration authority for enquiry of the registered items of a company, and the company registration authority shall provide the service of such enquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date of the issuance of the company's busi ness license shall be the date of the incorporation of the company.The business license of the company shall state such matters as the name, domi cile, registered capital, business scope and the name of the legal representative of the company.In case of any change in any item recorded in the company's business license, the company shall apply for registration of the change according to law, and the company registration authority shall reissue the business license.Article 8A limited liability company established according to this Law must clearly ind icate the words "limited Liability company" in its name.A joint stock limited company established according to this Law must clearly i ndicate the words "joint limited company" in its name.Article 9If a limited liability company is to be converted into a joint stock limited c ompany, it shall satisfy the requirements for a joint stock limited company st ipulated by this Law. If a joint stock limited company is to be converted intoa limited liability company, it shall satisfy the requirements for a limitedliability company stipulated by this Law.Where a limited liability company is converted into a joint stock limited company or a joint stock limited company is converted into a limited liability com pany, the claims and debts of the original company shall be succeeded to the c onverted company.Article 10A company's domicile shall be the place where its main administrative organiza tion is located.Article 11Articles of association must be formulated according to law when a company is incorporated. A company's articles of association shall have binding force onthe company, its shareholders, directors, supervisors and senior executives.Article 12A company's scope of business shall be defined in its articles of associationand registered according to law. The company may revise its articles of associ ation and change its business scope, provided that it shall apply for registration of such revision and change.Items within the company's business scope that shall be subject to approval un der laws, administrative regulations shall be approved according to law.Article 13The post of a company's legal representative shall be held by the chairman of the board of directors, executive director or the manager of the company and s hall be registered according to law. If the company's legal representative is changed, the company shall handle the procedure for registration of the change .Article 14A company may establish branches. The company shall, if establishing branches, apply to the company registration authority for registration of the establishment and acquire the business license of the branches. The branches do not pos sess the status of legal person and their civil liabilities shall be borne bythe company.A company may establish subsidiaries, which shall possess the status of legal person, and shall independently bear civil liabilities according to law.Article 15A company may invest in other enterprises; provided that, the company shall no t become the investor undertaking the joint and several liability for the debts of the invested enterprises, except as otherwise provided by laws.Article 16Where a company is to invest in other enterprise or provide guarantee for othe rs, it shall be decided by the board of directors or the shareholders meetingor the shareholders general meeting in accordance with the provisions of its a rticles of association; if the articles of association of the company stipulate the limit of the total amount of the investment or the guarantee, or the amount of the investment or the guarantee in single item, then, the limit shall not be exceeded.If a company is to provide guarantee for its shareholders or actual controllers, it shall be decided by the shareholders meeting or the shareholders general meeting.The shareholders as provided in the preceding Paragraph and the shareholders c ontrolled by the actual controllers as provided in the preceding Paragraph shall not participate in the voting for the matter provided in the preceding Para graph. Such voting shall be passed based on more than half of the voting rights held by other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interest of their staff and worke rs, sign labor contracts with their staff and workers according to law, participate in social insurance, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and o n-the-job training for their staff and workers so as to improve their quality.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of t he People's Republic of China, organize a trade union to carry out the trade u nion activities and protect the lawful rights and interests of the staff and w orkers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union of the company shall, on behalfof the staff and works of the company and according to law, sign with the com pany a collective contract on such matters as labor salaries, working hours, w elfare, insurance and labor safety and health of the staff and works.Companies shall, through the staff and workers congress or other forms, practi ce democratic management in accordance with the provisions of the Constitution and relevant laws.If a company is to make decision on system reform, major issues on business op eration or formulation of important rules and regulations, it shall solicit the opinions of its trade union, and solicit the opinions and suggestions of itsstaff and workers through the staff and workers congress or other forms.Article 19In accordance with the Constitution of the Communist Party of China, the organ ization of the Communist Party of China shall be established in a company so a s to carry out their activities of the communist Party. The company shall provide its communist organization with conditions necessary for carrying out its activities.Article 20The shareholders of a company shall abide by laws, administrative regulationsand the articles of association of the company, exercise their rights according to law, and shall not abuse their rights to damage the interests of the company or other shareholders nor abuse the independent status of corporate legal person and shareholders' limited liability to damage the interests of the comp any's creditors.The shareholders, who abuse their rights so as to cause losses to the company or other shareholders, shall undertake the liability for compensation.If the shareholders of a company abuse the independent status of corporate leg al person and shareholders' limited liability to avoid debts and damage the in terests of the company's creditors, they shall undertake the joint and several liability for the company's debts.Article 21The holding shareholders, actual controllers, directors, supervisors, senior e xecutives of a company shall not, by taking advantage of their affiliate relat ionship, damage the interests of the company.They shall, in violation of the provisions of the preceding Paragraph, undertake the liability for compensation if any loss is caused to the company thereby.Article 22The contents in the resolutions of the shareholders meeting or the shareholders general meeting or the board of directors of a company, if in violation of the laws or administrative regulations, shall be null and void.If the procedure for convening meetings or the voting method of the shareholde rs meeting or the shareholders general meeting or the board of directors of a company are in violation of the laws, administrative regulations or the articles of association of the company, or the contents in the resolutions thereof are in violation of the articles of association, the shareholders of the company may, within 60 days upon the date of making the resolution, request the peop le's court to cancel them.If the shareholders bring a lawsuit in accordance with the provisions of the p receding Paragraph, the people's court may, upon the request the company, requ ire the shareholders to provide the relevant guarantee.If the company has handled the procedure for registration of change in accorda nce with such resolutions of its shareholders meeting or the shareholders gene ral meeting or the board of directors, the people's court shall declare such r esolutions invalid, or, after such resolutions are cancelled, the company shall apply to the company registration authority for cancellation of the registration of change.Chapter 2 Incorporation and Organizational Structure of the LimitedLiability CompaniesSection 1 IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limitedliability company:(1) the number of shareholders shall conform to the statutory number;(2) the capital contributions of the shareholders shall reach the statutory minimum amount of capital;(3) the shareholders shall have jointly formulated the articles of associationof the company;(4) the company shall have a name and an organizational structure establishedin compliance with the requirements for a limited liability company; and(5) the company shall have a domicile.Article 24A limited liability company shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method and amount of capital contributions by the shareholder;(6) the organization of the company, its method of creation, functions and powers and the rules of procedure;(7) the legal representative of the company;(8) other items which the shareholders meetings deem necessary to be specified.The shareholders shall sign and affix their seals to the company's articles ofassociation.Article 26The registered capital of a limited liability company shall be the amount of the capital contributions subscribed for by all of its shareholders as registered with the company registration authority. The amount of initial capital contributions paid by all the shareholders of the company shall not be less than 20% of the registered capital of the company nor less than the statutory minimum amount of registered capital, and the remaining of the registered capital may be paid up by the shareholders within two year upon the incorporation of the company, provided that, in case of a investment company, it may be paid up within five years upon the incorporation of the company.The minimum amount of the registered capital of a limited liability company shall be RMB 30,000. If a higher minimum amount of the registered capital of a limited liability company than that as stipulated in the preceding sentence is provided by laws or administrative regulations, such provisions shall prevail.Article 27A shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights, land-use rights at their appraised value that may be evaluatedin currency and may be transferred according to law; except those properties that shall not be contributed as capital in accordance with the provisions of laws or administrative regulations.The non-currency property contributed as capital shall undergo an appraisal, valuation and verification, and shall not be overvalued or undervalued. If theappraisal and valuation of such property is provided by laws or administrativeregulations, such provisions shall apply.The amount of capital contribution in currency by all shareholders shall not be less than 30% of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution sub scribed for by it under the articles of association of the company. Where a sh areholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company. Where a shareholder makes its capital contrib ution in the form of non-currency property, the transfer procedures for the pr operty rights shall be handled according to law.Shareholders failing to make the capital contributions in accordance with the preceding Paragraph shall be liable for breach of contract towards the shareho lders who have made their capital contributions in full and on time.Article 29After all shareholders have made their capital contribution in full, such cont ributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the total capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification cer tificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property as capital is notably less than the value stated in the articles of association, the shareholders thatmade such contributions shall make up the deficiency; those who are shareholde rs at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificate shall specify the following items:(1) the name of the company;(2) the date of the incorporation of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders, the amount and date of their capital contribution; and(5) the serial number of the capital contribution certificate and the date ofits verification and issuance.A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster may claim to exercise the shareholder' s right based on the roster.The company shall register with the company registration authority the names o r titles and the amounts of capital contributions of its shareholders; in caseof change of such registered items, the registration of the change shall be h andled. If the company fails to register such items or such change, it shall not counter any third party.Article 34A shareholder shall have the right to look up and copy the articles of associa tion, the minutes of shareholders meetings, the resolutions of the meeting ofthe board of directors, the resolutions of the meetings of the supervisory board and the financial statements of the company.The shareholders may require to look up the accounting books of the company. A shareholder shall, if requiring to look up the accounting books of the compan y, submit to the company a written request specifying the purpose. If the comp any reasonably holds that the shareholder's request for looking up the account ing books is for undue purpose and may damage the legal interests of the compa ny, it may refuse to provide the access to the accounting books, and shall, wi thin 15 days upon its receipt of the shareholder's written request, give to the shareholder a written reply specifying the reason. If the company refuses to provide the access to the accounting books, the shareholder may request the p eople's court to require the company to provide the access to the accounting b ooks.Article 35Shareholders shall draw dividends in proportion to their paid-up capital contr ibutions. Where a company increases capital, the existing shareholders shall h ave the priority to subscribe for new shares in proportion to their paid-up ca pital contributions, except as otherwise agreed by all the shareholders.Article 36Once a company is incorporated, its shareholders shall not withdraw their capi tal contributions.Section 2 Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of a ll the shareholders. The shareholders meeting shall be the organ of power of t he company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders meeting shall exercise the following functions and power:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors not acted as by the represen tatives of the staff and workers, and to decide on matters concerning the remu neration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve the reports of the supervisory board or supervisors ;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and pl ans for making up losses;(7) to adopt resolution on the increase or reduction of the registered capitalof the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company; and(10) to amend the articles of association of the company; and(11) to exercise other functions and powers as stipulated in the articles of a ssociation.If all the shareholders reach a written agreement upon the matters as listed in the preceding Paragraph, then a decision may be made directly instead of con vening the shareholders meeting, and in such case, all the shareholders shallsign and affix their seals on the written decision.Article 39The first shareholders meeting of a company shall be convened and presided ove r by the shareholder who has made the biggest capital contribution to the comp any and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meeti ngs. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings shall be convened upon proposal made by shareholders representing one-tenth or mor e of the voting rights, or, by one-third or more of directors or by the supervisory board or by the supervisors of the company having no the supervisory boa rd.Article 41Where a limited liability company has set up a board of directors, its shareholders meetings shall be convened by the board of directors and presided over by the chairman of the board. Where special circumstances preclude the chairman of the board from performing his functions, the meetings shall be presided over by a vice-chairman; if the vice-chairman cannot or fails to perform his fun ction, the meetings shall be presided over by a director elected by half or more of the directors.Where a limited liability company has not set up a board of director, the shar eholders meetings shall be convened and presided over by the executive director.If the board of directors or the executive director of the company cannot or fails to perform the functions to convene the shareholders meetings, then the s upervisory board or the supervisors of the company having no the supervisory b oard shall be responsible for convening and presiding over the shareholders me etings; if the supervisory board or the supervisors fail to convene and preside over the shareholders meeting, the shareholders representing one-tenth voting rights may convene and preside over the shareholders meeting at their own di scretion.Article 42All shareholders shall be notified 15 days prior to the convening of a shareholders meeting; except as otherwise provided in the articles of association ofthe company or otherwise agreed by all shareholders.The shareholders meeting shall keep minutes of their decision on matters discu ssed at it, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, except as otherwise provided in the articles of association of the company.Article 44The rules of deliberation and voting procedures of the shareholders meeting sh all, except otherwise provided for by this Law, be stipulated by the articlesof association of the company.Resolutions of the shareholders meeting on the increase or reduction of the re gistered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45A limited liability company shall have a board of directors, which shall be co mposed of three to 13 members.Except as otherwise provided in Article 51 of this Law, The members of the board of directors of a limited liability company invested in and established bytwo or more State-owned enterprises, or by two or more other State-owned inves tment entities shall include representatives of the staff and workers of the c ompany. Such representative of the staff and workers shall be democratically elected by the staff and workers of the company through the staff and workers c ongress, workers' assembly or other forms.A board of directors shall have a chairman and may have vice-chairmen. The met hod for the creation of the chairman and vice-chairmen shall be stipulated inthe articles of association of the company.Article 46The term of office of directors shall be stipulated by the articles of association of the company but shall not exceed three years. A director may, if reflected upon expiration of his term of office, serve consecutive terms.If the members of the board of directors are less than the quorum because rese lection is not conducted upon expiry of the tem office of a director, or a director resigns during his term of office, then, before the reselected directortakes his office, the original director shall, in accordance with the provisions of laws, administrative regulations and the articles of association, perform director's function.Article 47The board of directors shall be responsible to the shareholders meeting, and e xercise the following functions and powers:(1) to be responsible for convening shareholders meetings and to report on its work to the shareholders meetings;(2) to implement the resolutions of the shareholders meetings;(3) to decide on the business plans and investment plan of the company;(4) to formulate the annual financial budget plan and final accounts plan of the company;(5) to formulate plans for profit distribution and plans for making up lossesof the company;(6) to formulate plans for the increase or reduction of the registered capitaland issuance of company bond of the company;(7) to formulate plans for the merger, division, transformation and dissolution of the company;(8) to decide on the establishment of the company's internal management organs ;。

公司法英文版

Company Law of the People’s Republic of China Decree No. 42 of the President of the People’s Republic of ChinaAdopted by the 5th Session of the Standing Committee of the Eighth National People’s Congress on 29 December 1993First Revision made in accorda nce with the Decision on Revision of the “Company Law of the People’s Republic of China” by the 13th Session of the Standing Committee of the Ninth National People’s Congress on 25 December 1999Second Revision made in accordance with the Decision on Revis ion of the “Company Law of the People’s Republic of China” by the 11th Session of the Standing Committee of the Tenth National People’s Congress on 28 August 2004Revised by the 18th Session of the Standing Committee of the Tenth National People’s Congress on 27 October 2005Chapter I — General PrinciplesArticle_1This Law is formulated for the purposes of standardizing the organization and activities of companies, protecting the legal rights and interests of companies, shareholders and creditors, safeguarding social and economic order and promoting the development of socialist market economy.Article_2Companies referred to in this Law shall mean limited liability companies and companies limited by shares established in China in accordance with the pro visions of this Law.Article_3A company is an enterprise legal person which owns independent legal person property and enjoys legal person property rights.The liability of a company shall be limited to its entire assets. The liability of a shareholder of a limited liability company shall be limited to the amount of its capital contribution. The liability of a shareholder of a company limited by shares shall be limited to the number of its subscribed shares.Article_4Shareholders of a company shall be entitled to gains on assets, participation in major decision-making and selection of managers etc in accordance with the law.Article_5Companies engaging in business activities shall comply with the provisions of laws and administrative regulations, uphold social morality, business ethics, honesty and trustworthiness, accept supervision of the government and social public and b ear social responsibility.The legal rights and interests of companies shall be protected by the law and shall not be infringed.Article_6Applications shall be submitted to the company registration authorities in accordance with the law for registration and incorporation of companies. Applications which satisfy the requirements for incorporation stipulated in this Law shall be registered by the company registration authorities as limited liability companies or companies limited by shares respectively. Applications which do not satisfy the requirements for incorporation stipulated in this Law shall not be registered as limited liability companies or companies limited by shares.Where it is provided by the laws and administrative regulations that company incorporation requires prior approval, such approval formalities shall be completed in accordance with the law prior to the application for company registration.The public may apply to inquire company registration matters with the company registration authorities; the company registration authorities shall provide such inquiry services.Companies incorporated in accordance with the law shall be issued a business license by the company registration authorities. The date of issuance of a business license shall be the date of incorporation of the company.A business license shall state the name and address, registered capital, paid-up capital and scope of operations of the company and the name of its legal representative.Where there is a change in the details stated on a business license, the company shall complete change of registration formalities in accordance with the law and the company registration authorities shall issue a new business license.Article_8Limited liability companies incorporated in accordance with this Law shall include the wordings “limited liability company” or “company limited” in their company name.Companies limited by shares incorporated in accordance with this Law shall include the wordings “company limited by shares” or “joint stock company” in their company name.Article_9A limited liability company proposing to be converted to a company limited by shares shall comply with the requirements for companies limited by shares stipulated in this Law. A company limited by shares proposing to be converted to a limited liability company shall comply with the requirements for limited liability companies stipulated in this Law.In the case of a conversion from a limited liability company into a company limited shares or vice versa, the liability of the company before the conversion shall be assumed by the converted company.Article_10The address of the company shall be its principal business office.A company shall draft its articles of association in accordance with the law. The articles of association of the company shall be binding on the company, shareholders, directors, supervisors and senior management personnel.Article_12The scope of operations of a company shall be provided in the articles of association of the company and be registered in accordance with the law. The scope of operations of a company may be amended by a revision to the articles of association of the company, and change of registration formalities shall be completed.Where it is provided in the laws and administrative regulations that the scope of operations of a company is subject to approval, such approval formalities shall be completed in accordance with the law.Article_13The chairman, an executive director or a manager shall act as the legal representative of the company in accordance with the provisions of the articles of association of the company and registration formalities shall be completed in accordance with the law. Where there is a change of legal representative of the company, change of registration formalities shall be completed.Article_14Companies may register branch companies. Applications for incorporation of branch companies shall be submitted to the company registration authorities and a business license shall be issued for successful applications. A branch company does not possess legal person qualification and its civil liability shall be borne by the company.Companies may incorporate subsidiaries. A subsidiary possesses legal person qualification and shall bear civil liability independently in accordance with the law.A company may invest in other enterprises. However, unless otherwise provided by the law, a company shall not act as a contributory which bears joint liability of an invested enterprise.Article_16Where a company invests in other enterprises or provide guarantee for others, a resolution passed by the board of directors or shareholders’ meeting or a general meeting in accordance with the articles of association of the company shall be required. Where the articles of association of the company provide a limit for the total amount of such investment or guarantee or the amount of each investment or guarantee, such limits shall not be exceeded.In the case of a company providing guarantee for a shareholder or the actual controlling party of the company, a resolution passed by the shareholders’ meeting or a general meeting is required.Shareholders stipulated in the preceding paragraph or shareholders controlled by the actual controlling party stipulated in the preceding paragraph shall not participate in the resolution in respect of the matter stipulated in the preceding paragraph. Such a resolution shall be passed by a simple majority of votes cast by other shareholders attending the meeting.Article_17Companies shall protect the legal rights and interests of their employees, enter into labour contracts with their employees in accordance with the law, participate in social insurance, strengthen labour protection and implement work safety.Companies shall adopt various measures to strengthen vocational education and job training and upgrade staff’s quality.Article_18The employees of companies shall organise labour unions in accordance with the provisions of the Trade Union Law of the People’s Republic of China, develop trade union activities and safeguard the legal rights and interests of employees. Co mpanies shall provide the requisite conditions for the activities of their trade unions. A tradeunion shall represent the employees to negotiate with the company on wages, working hours, welfare, insurance, work safety and sanitation etc and enter into a collective contract with the company in accordance with the law.Companies shall implement democratic management through employees’ representative congress or other means in accordance with the provisions of the Constitution and relevant laws.A company studying and proposing a structural reform, deliberating on major business issues and drafting important rules and policies shall seek the comments of the trade union and hear the opinions and proposals of the employees through the employees’ representative congress or other means.Article_19Where a Chinese Communist Party organization is to be established in the company in accordance with the articles of association of the Chinese Communist Party to develop Party activities, the company shall provide the requisite conditions for such Party organization activities.Shareholders of a company shall exercise shareholders’ rights in accordance with the provisions of laws and administrative regulations and the articles of association of the compan y and shall not abuse their shareholders’ right s to cause damage to the company or the interests of other shareholders or abuse the independent legal person status of the company and limited liability of the shareholders to cause damage to the interests of the creditors of the company.Shareholders of a company who abuse their shareholders’ rights and cause the company or other shareholders to suffer damages shall bear compensation liability in accordance with the law.Shareholders of a company who abuse the independent legal person status of the company and limited liability of shareholders to evade debts and cause damage to the interests of the creditors of the company shall bear joint liability for the company’s debt.Article_21The controlling shareholders, actual controlling party, directors, supervisors and senior management personnel of a company shall not use their relationship to cause damage to the company’s interests.Persons who violate the aforesaid provisions and cause the company to suffer losses shall bear compensation liability.A resolution passed by the shareholders’ meeting or a shareholders’ meeting or the board of directors which violates the provisions of laws and administrative regulations shall be void.Where the convening procedures and voting method of a meeting of the shareholders’ meeting or board of directors or a shareholders’ meeting violates the provisions of laws and administrative regulations or the articles of association of the company or the contents of the resolution violate the articles of association of the company, the shareholders may apply to a people’s court within 60 days from the date of resolution for rescission of the resolution.Where the shareholders file for a lawsuit in accordance with the provisions of the preceding paragraph, the people’s court may, upon a request of the company, ask the shareholders to provide the corresponding guarantee.Where a company has completed change of registration formalities in accordance with a resolution passed by the shareholders’ meeting or a shareholders’ meeting or the board of directors and upon nullification or rescission of the resolution by a people’s court, the company shall apply to the company registration authorities for rescission of the change of registration.Chapter II — Establishment and Organization of Limited Liability CompaniesSection 1 — EstablishmentIncorporation of a limited liability company shall satisfy the following requirements:(1) the quorum of shareholders shall be met;(2) the capital contribution of shareholders shall meet the minimum statutory capital requirement;(3) the articles of association of the company shall be jointly drafted by the shareholders of the company;(4) a company name shall exist and the organization shall satisfy the requirements of a limited liability company; and(5) a company address shall exist.Article_24Limited liability companies shall be incorporated by not more than 50 shareholders contributing to the capital.Article_25The articles of association of limited liability companies shall state the following matters:(1) name and address of the company;(2) scope of operations of the company;(3) amount of the registered capital of the company;(4) name of the shareholders;(5) method of capital contribution of the shareholders and amount and timing of capital contribution;(6) the organization of the company and the method of organization, duties and powers and rules of procedure;(7) legal representative of the company; and(8) other matters required by the shareholders’ meeting to be stipulated.The shareholders shall sign and affix their seal on the articles of association of the company.The registered capital of a limited liability company shall be the amount of capital contribution made by all its shareholders who are registered with the company registration authorities. The first installments of capital contribution of allshareholders of the company shall neither be less than 20% of the registered capital nor lower than the minimum statutory capital, and the remaining balance shall be paid up by the shareholders within two years from the date of incorporation of the company (within five years for investment companies).The minimum registered capital for limited liability companies shall be RMB30,000. Where the laws and administrative regulations provide for a higher amount of minimum registered capital for limited liability companies, such provisions shall prevail.Shareholders may make capital contribution in cash or in kind, intellectual property, land use rights and other non-cash properties which can be valuated and transferred in accordance with the law, except for properties prohibited by laws and administrative regulations to be used for capital contribution.Non-cash properties used for capital contribution shall be valuated and verified; and shall not be overvalued or undervalued. Where there are provisions in the laws and administrative regulations on valuation, such provisions shall prevail.The amount of capital contribution made in cash by all shareholders of a limited liability company shall not be less than 30% of its registered capital.The shareholders shall make their respective capital contribution in accordance with the amount of their subscribed capital and the schedule stipulated in the articles of association of the company. Shareholders making capital contribution in cash shall deposit the full amount of their capital contribution in cash into a bank account of the limited liability company. Shareholders making capital contribution using non-cash properties shall complete the transfer formalities for the property rights in accordance with the law.Shareholders who fail to make capital contribution in accordance with the said provisions shall, in addition to making the capital contribution in full, bear default liability towards other shareholders who have made their capital contributions in full in accordance with the schedule.Article_29Upon capital contribution made by the shareholders, capital verification shall be conducted by a capital verification organization established in accordance with the law and a certificate shall be issued.Article_30Upon capital verification conducted by a capital verification organization established in accordance with the law on the first installments of capital contribution made by the shareholders, the representative appointed by all the shareholders or their common proxy shall submit a company registration application form, articles of association of the company, capital verification certificate etc to the company registration authorities to apply for incorporation and registration.Where it is discovered after the incorporation of a limited liability company that the actual value of non-cash properties used for capital contribution for company incorporation is significantly lower than the value stipulated in the articles of association of the company, the shareholders who made the capital contribution shall make up for the difference; and other shareholders at the time of company incorporation shall bear joint liability.Article_32Upon incorporation of a limited liability company, a capital contribution certificate shall be issued to the shareholders.A capital contribution certificate shall state the following matters:(1) company name;(2) date of incorporation of the company;(3) registered capital of the company;(4) name of the shareholder and the amount and date of capital contribution; and(5) serial number of the capital contribution certificate and date of issuance.The company seal shall be affixed to capital contribution certificates.Article_33Limited liability companies shall set up a register of shareholders which state the following matters:(1) name and address of the shareholders;(2) amount of capital contribution of the shareholders; and(3) serial numbers of the capital contribution certificates.Shareholders named in the register of shareholders may exercise their shareholders’ rights in accordance with the register of shareholders.Companies shall register the names of their shareholders and their respective amount of capital contribution with the company registration authorities. Where there is a change in the registration details, change of registration formalities shall be completed. Where the registration or change of registration formalities are not completed, no defense against third party claims shall be made.Shareholders shall have the right to check and make copies of the articles of association, minutes of shareholders’ meetings, resolutions of the board of directors and board of supervisors and financial reports of the company.Shareholders may request to check the accounts of the company. A shareholder who requests to check the accounts of the company shall make a written request and state the purpose. If the company has reasonable grounds to believe that the shareholder who makes the request has an ulterior motive and may cause damage to the legal interests of the company, it may reject the request and shall give a written reply to the shareholder stating the reason within 15 days from the date of the written request of the shareholder. Where the company rejects the request, the shareholder may apply to a people’s court for access to the company’s accounts.Shareholders shall be entitled to bonus sharing in accordance with the ratio of capital contribution; in the event of an increase in capital, the shareholders shall havepre-emptive right to subscribe to new capital in accordance with the ratio of capitalcontribution, unless all the shareholders agreed that bonus sharing or subscription to new capital shall not be in accordance with the ratio of capital contribution.Article_36Upon the incorporation of a company, the shareholders shall not withdraw their capital contribution.Section 2 — OrganizationArticle_37The share holders’ meeting of a limited liability company shall comprise all shareholders of the company. The shareholders’ meeting is the authority of the company and shall exercise their duties and powers in accordance with the provisions of this Law.Article_38The shareholders’ meeting shall exercise the following duties and powers:(1) decide on the business direction and investment plans of the company;(2) elect and remove directors and supervisors who are not representatives of the employees and decide on the remuneration of directors and supervisors;(3) review and approve reports of the board of directors;(4) review and approve reports of the supervisors or the board of supervisors;(5) review and approve the annual financial budget and financial accounting plan of the company;(6) review and approve the profit distribution plan and loss recovery plan of the company;(7) resolve on increase or reduction of registered capital of the company;(8) resolve on issue of corporate bonds;(9) resolve on merger, division, dissolution, liquidation or change of company structure;(10) amend the articles of association of the company; and(11) other duties and powers stipulated in the articles of association of the company.The shareholders may pass a resolution in writing unanimously for a direct decision on the aforesaid matters without convening a shareholders’ meeting and all the shareholders shall sign and affix their seals on the decision document.Article_39The first shareholders’ meeting shall be convened a nd chaired by the shareholder who made the largest amount of capital contribution and shall exercise its duties and powers in accordance with the provisions of this Law.Shareholders’ meetings include regular meetings and interim meetings.Regular meetings shall be convened regularly in accordance with the provisions of the articles of association of the company. Shareholders holding one-tenth or more of the voting rights or one-third or above of the board of directors or board of supervisors or the supervisors (in the case of a company which does not have a board of supervisors) may propose to convene an interim meeting.In the case of limited liability companies which have established a board of directors, the shareholders’ meet ings shall be convened by the board of directors and chaired by the chairman; where the chairman is unable or fails to perform his/her duties, the deputy chairman shall chair the shareholders’ meeting; where the deputy chairman is unable or fails to perform to do so, a director appointed by more than half of the board of directors shall chair the meeting.In the case of limited liability companies which have not established a board of directors, the shareholders’ meetings shall be convened and chaired by th e executive director.Where the board of directors or the executive director is unable or fails to convene a shareholders’ meeting, the board of supervisors or the supervisor (in the case of companies which have not established a board of supervisors) shall convene and chair the meeting; where the board of supervisors or the supervisor does not convene andchair a meeting, shareholders holding one-tenth or more of the voting rights may convene and chair the meeting.Article_42All shareholders shall be notified 15 days before a shareholders’ meeting is convened, unless otherwise provided in the articles of association of the company or otherwise agreed by all shareholders.The shareholders’ meeting shall record minutes of meeting and the shareholders present at the meeting shall sign on the minutes of meeting.Article_43The voting rights exercisable by shareholders at a shareholders’ meeting shall be based on the ratio of capital contribution, unless otherwise provided in the articles of association of the company.The rule of procedure and voting procedures of a shareholders’ meeting shall be stipulated by the articles of association of the company, unless otherwise provided in this Law.Resolutions passed by a shareholders’ meeting on amendment to the articles of association of the company, increase or reduction of registered capital, and company merger, division, dissolution or change of company structure shall be passed by shareholders holding two-thirds or more of the voting rights.Article_45The board of directors of limited liability companies shall comprise three to 13 members, unless otherwise provided in Article 51.The board of directors of a limited liability company invested and incorporated by two or more State-owned enterprises or two or more other State-owned investment entities shall comprise employees’ representatives; the board of directors of other limited liability companies may comprise employees’ representatives. Employees’ representatives who sit on the board of directors shall be appointed by companyemployees via an employees’ representative congress or employees’ congress or other forms of democratic election.The board of directors shall appoint one chairman and may appoint a deputy chairman. The appointment of chairman and a deputy chairman shall be stipulated by the articles of association of the company.Article_46The term of appointment of a director shall be stipulated by the articles of association of the company, but each term shall not exceed three years.Upon expiry of the term of appointment, a director may be re-elected. Where no new appointment is made upon expiry of the term of appointment of a director or a director has resigned during his/her term of appointment and causes the number of directors that constitutes the board of directors to fall below the quorum, the original director shall, prior to the new director taking office, continue to perform his/her duties as a director in accordance with the provisions of laws and administrative regulations and the articles of association of the company.Article_47The board of directors shall be accountable to the shareholders’ meeting and shall exercise the following duties and powers:(1) convene shareholders’ meetings and report to the shareholders’ meeting;(2) execute the resolutions passed by the shareholders’ meeting;(3) decide on the business plans and investment schemes of the company;(4) formulate the annual financial budget and financial accounting plan of the company;(5) formulate the profit distribution plan and loss recovery plan of the company;(6) formulate the plan for increase or reduction of registered capital and issue of corporate bonds;(7) formulate the plan for merger, division, dissolution or change of company structure;(8) decide on the set-up of internal management organization of the company;(9) decide on appointment or dismissal of company managers and their remuneration, and decide on appointment or dismissal of deputy managers and finance controller of the company based on the nomination by the managers.(10) formulate the basic management system of the company; and(11) other duties and powers stipulated by the articles of association of the company. Article_48Meetings of the board of directors shall be convened and chaired by the chairman; where the chairman is unable or fails to perform his/her duties, the deputy chairman shall convene and chair the meeting; where the deputy chairman is unable or fails to perform his/her duties, a director appointed by half or more of the board of directors shall convene and chair the meeting.Article_49The rules of procedure and voting procedures of the board of directors shall be stipulated by the articles of association of the company, unless otherwise provided in this Law.The board of directors shall record minutes of meeting and the directors present at the meeting shall sign on the minutes of meeting.The board of directors shall exercise one vote per person for passing of resolutions. Article_50Managers of limited liability companies may be appointed or dismissed by the board of directors. The managers shall be accountable to the board of directors and shall exercise the following duties and powers:(1) manage the production and business operations of the company and organise and implement resolutions passed by the board of directors;(2) organise and implement the annual business plan and investment scheme of the company;(3) draft the plan for setting up of internal management organization of the company;(4) draft the basic management system of the company;(5) formulate company rules and policies;。

公司法(中英)

Order of the President(No. 42 [2005])The Company Law of the People's Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People's Republic of China Hu JintaoOctober 27, 2005Company Law of the People's Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。

中华人民共和国公司管理系统法(中英文对照)

新版《中华人民共和国公司法》(2005年修订)-英汉对照法律英语2010-12-22 11:21大中小纠错中华人民共和国公司法(2005年修订)COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA (revised in 2005)（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）(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)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。