法律英语：公司法常用的基本句型

1.可以说，它对传统的公司法等法律制度带来了严峻挑战。

It can be said to bring challenge to traditional Corporate Law and other law's system.2.With respect to the superiority of the controlling shareholder in Chinese listed corporations, the establishment of the duty of fiduciary in our Corporation Law will be a prerequisite for the protection of the interests of the corporation and minority shareholders.针对我国上市公司中国有股一股独大的现状，只有在《公司法》中确立控制股东的诚信义务，才能有效保护公司及少数股东利益。

3.The basic reason is the vacancy of the controling shareholders 'fiduciary duty in our Company and Bond Law.究其原因，固然是多方面的，但我国公司、证券法律制度的不健全，特别是控制股东诚信义务与民事责任机制的缺位，则不能不说是一个根本因素。

4.The fiduciary duty of directors is the outcome brought about by the adjustment of trust law under the trust relationship between directors and corporation.董事的信托义务就是在董事与公司的信托关系下的通过信托法调整的结果。

5.This special fiduciary relationship thus becomes the base of the theory on director's duty in common law.正是这种特殊的信义关系，成为英美公司法上董事义务理论的基础。

1-Interpretation1. (1) In these regulations, unless the context otherwise requires:"Act" means the Companies Act, 1994;"prescribed rate of interest" means the rate of interest prescribed in regulations made under the Act for the purposes of the Standard Articles;"seal" means the common seal of the company and includes any official seal of the company; "resolution" means an ordinary resolution of the company;"secretary" means any person appointed to perform the duties of a secretary of the company.(2) Unless the context otherwise requires an expression, if used in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, has the same meaning as in that provisions of the Act.2-Share Capital and Variation of Rights2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the director, subject to a resolution, determine.3. The directors shall not issue any rights or options to shares in favour of any persons unless the issue has been authorised at a general meeting by a special resolution.4. Subject to the Act, any preference shares may, with the sanction of a resolution, be issued on the terms that they are, or at the option of the company are liable to be redeemed.5. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound-up, be varied with the consent in writing of the holders ofthree-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class.(2) The provisions of the Act and these regulations relating to general meetings apply so far as they are capable of application and with the necessary modifications to every such class meeting except that-(a) where a class has only one me mber-that member shall constitute a meeting;(b) in any other case- a quorum shall be constituted by two persons who, between them, hold or represent by proxy one-third of the issued shares of the class; and(c) any holder of shares of the class, present in person or by proxy, may demand a poll.(3) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be varied by the creation or issue of further shares ranking equally with the first-mentioned shares.6. (1) The Company may make payments by way of brokerage or commission on the issue of shares.(2) Such payments shall not exceed the rate of 10 per cent of the price at which the shares are issued or an amount equal to 10 per cent of that price, as the case may be.(3) Such payments may be made in cash, by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares.7. (1) Except as required by law, the company shall not recognise a person as holding a share upon any trust.(2) The company shall not be bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by these regulations or by law) any other right in respect of a share except an absolute right of ownership in the registered holder.8. (1) A person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate in respect of the share under the seal of the company in accordance with the Act but, in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate.(2) Delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.(3) If a share certificate is defaced, lost or destroyed, it may be renewed on payment of the fee allowed by the Act, or such lesser sum, and on such terms (if any) as to evidence and the payment of costs to the company of investigating evidence as the directors decide.3-Calls on Shares9. (1) The directors may make calls upon the members in respect of any money unpaid on the shares of the members (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of those shares made payable at fixed times, except that no call shall exceed one-quarter of the sum of nominal values of the shares or be payable earlier than one month from the date fixed for the payment of the last preceding call.(2) Each member shall, upon receiving at least fourteen days notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified the amount called on his shares.(3) The directors may revoke or postpone a call.10. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.11. The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.12. If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment of the sum to the time of actual payment at such rate not exceeding the prescribed rate of interest as the directors determine, but the directors may waive payment of that interest wholly or in part.13. Any sum that, by the terms of issue of a share, becomes payable on allo tment or at a fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes ofthese regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.14. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.15. (1) The directors may accept from a member the whole or a part of the amount unpaid on a share although no part of that amount has been called up.(2) The directors may authorise payment by the company of interest upon the whole or any part of an amount so accepted, until the amount becomes payable, at a rate agreed upon between the directors and the member paying the sum subject to subregulation (3).(3) For the purposes of subregulation (2), the rate of interest shall not be greater than-(a) if the company has, by resolution, fixed a rate-rate the so fixed; and(b) in any other case the prescribed rate of interest.4-Lien16. (1) The company has a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share.(2) The company also has a first and paramount lien on all shares (other than fully paid shares) registered in the name of a sole holder for all money presently payable by him or his estate to the company.(3) The directors may at any time exempt a share wholly or in part from the provisions of this regulation.(4) The company's lien (if any) on a share extends to all dividends payable in respect of the share.5-Forfeiture of Shares17. (1) If a member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued.(2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.18. (1) If the requirements of a notice served under regulation 17 are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.(2) Such a forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.19. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.20. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall remain liable to pay to the company all money that, at the date of forfeiture, was payable by him to the company in respect of the shares (including interest at the prescribed rate of interest from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of the interest), but his liability shall cease if and when the company receives payment in full of all the money (including interest) so payable in respect of the shares.21. A statement in writing declaring that the person making the statement is a director or a secretary of the company, and that a share in the company has been duly forfeited on a date stated in the statement, shall be prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.22. (1) The company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.(2) Upon the execution of the transfer, the company shall register the transferee as the holder of the share.(3) The transferee shall not be bound to see to the application of any money paid as consideration.(4) The title of the transferee to the share shall not be affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.23. The consideration referred in regulation 22 shall be applied by the company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) shall (subject to any like lien for sums not presently payable that existed upon the shares before the sale) be paid to the person entitled to the shares immediately before the transfer.24. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if that sum had been payable by virtue of a call duly made and notified.6-Transfer of Shares25. (1) Subject to these regulations, a member may transfer all or any of his shares by instrument in writing in a form prescribed for the purposes of section fifty-seven of the Act or in any other form that the directors approve.(2) An instrument of transfer referred to in subregulation (1) shall be executed by or on behalf of both the transferor and the transferee.26. The instrument of transfer shall be left for registration at the registered office of the company, together with such fee (if any) not exceeding two monetary units as the directors require, accompanied by the the certificate of the shares to which it relates and such other information as the directorsproperly require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these regulations, register the transferee as a shareholder.27. The directors may decline to register a transfer of shares, not being fully paid s hares, to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien.28. The directors may refuse to register any transfer that is not accompanied by the appropriate share certificate, unless the company has not yet issued the share certificate or is bound to issue a renewal or copy of the share certificate.29. The registration of transfers may be suspended at such times and for such periods as the directors from time to time determine, provided that the periods do not exceed in the aggregate thirty days in any year.7-Transmission of Shares30. In the case of the death of a member, the survivor where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares, but this regulation does not release the estate of a deceased joint holder from any liability in respect of a s hare that had been jointly held by him with other persons.31. (1) Subject to any written law relating to bankruptcy, a person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such information being produced as is properly required by the directors, elect either to be registered himself as holder of the share or to have some other person nominated by him registered as the transferee of the share.(2) If the person becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.(3) If he elects to have another person registered, he shall execute a transfer of the share to that other person.(4) All the limitations, restrictions and provisions of these regulations relating to the right to transfer, and the registration of the transfer of share are applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.32. (1) Where the registered holder of a share dies or becomes bankrupt, his personal representatives or the trustee of his estate, as the case may be, shall be upon the production of such information as is properly required by the directors, entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting or otherwise), as the registered holder would have been entitled to if he had not died or b ecome bankrupt.(2) Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder, they shall, for the purposes of these regulations, be deemed to be joint holders of the shares.8-Conversion of Shares into Stock33. The company may, by resolution, convert all or any of its paid up shares into stock and reconvert any stock into paid up shares of any nominal value.34. (1) Subject to subregulation (2), where shares have been converted into stock, the provisions of these rules relating to the transfer of shares apply, so far as they are capable of application, to the transfer of the stock or of any part of the stock.(2) The directors may fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the aggregate of the nominal values of the shares from which the stock arose.35. (1) The holders of stock shall have, according to the amount of the stock held by them, the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as they would have if they held the shares from which the stock arose.(2) No privilege or advantage shall be conferred by any amount of stock that would not, if existing in shares, have conferred that privilege or advantage.36. The provisions of these regulations that are applicable to paid up shares shall apply to stock, and references in those provisions to share and shareholder shall be read as including references to stock and stockholder, respectively.9-Alteration of Capital37. The company may by resolution-(a) increase its authorised share capital by the creation of new shares of such amount as is specified in the resolution;(b) consolidate and divide all or any of its authorised share capital into shares of larger amount than its existing shares;(c) subdivide all or any of its shares into shares of smaller amount than is fixed by the certificate of share capital, but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each such share of a smaller amount is the same as it was in the case of the share from which the share of a smaller amount is derived; and(d) cancel shares that, at the date of passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited, and reduce its authorised share capital by the amount of the shares so cancelled.38. (1) Subject to any resolution to the contrary, all unissued shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances allow, to the sum of the nomin al values of the shares already held by them.(2) The offer shall be made by notice specifying the number of shares offered and delimiting a period within which the offer, if not accepted, will be deemed to be declined.(3) After the expiration of that period or on being notified by the person to whom the offer is made that he declines to accept the shares offered, the directors may issue those shares in such manner as they think most beneficial to the company.(4) Where, by reason of the proportion that shares proposed to be issued bear to shares already held, some of the first-mentioned shares cannot be offered in accordance with sub-regulation (1), the directors may issue the shares that cannot be so offered in such manner as they think most beneficial to the company.39. Subject to the Act, the company may, by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account.共有153页，如需要余下部分请与本人联系chinavea@。

法律英语基本句型法律英语（包括合同与法律条文）的翻译其实并不难，有一些常用句型，这些句型有固定的结构，也有固定的翻译方式。

本文将对这些基本句型分别予以介绍和说明。

句型一：OTHERWISE句型（一）otherwise句型通常用来表述以下几种意思：1、除……外；2、其他……otherwise在表示“除外”含义时，常与unless共同使用，即otherwise通常出现在unless引导的状语从句中，例如下面这句：In this contract, unless the context otherwise requires, "goods" means……在本协议所称“货物”，除条款另有规定外，是指……再看一个例子：Unless in any enactment it is otherwise provided……除成文法另有规定外……由此可见，在otherwise和unless搭配使用时，unless放在从句句首，而otherwise放在主语和谓语之间，即：unless+主语+otherwise+谓语如果使用被动语态，则otherwise放在主语和be动词后面，谓语的过去分词前面，即：unless+主语+be动词+otherwise+谓语的过去分词OTHERWISE句型（二）otherwise除了可以和unless连用作“除……另……外”的意思，在法律文本里，还常常和or连用，表示“及其他”的意思。

下面的例句是《合同法》第十九条：Article 19 Irrevocable OfferAn offer may not be revoked:(i) if it expressly indicates, whether by stating a fixed time for acceptanceor otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.第十九条有下列情形之一的，要约不得撤销：(一)要约人确定了承诺期限或者以其他形式明示要约不可撤销；(二)受要约人有理由认为要约是不可撤销的，并已经为履行合同作了准备工作。

常用术语总结一、基本概念及用法债权人：obligee债务人：obligor一方：one party对方\相对人：the other party；善意相对人：the other party in good faith债权：creditor’s right; right to performance; right债务/义务： obligation标的物：subject matter责任：liability要约：offer;承诺：acceptance;要约邀请：invitation to offer;要约人：offeror受要约人：offeree收件人：recipient代理人：agent被代理人/本人：principle行为人：person performing (such) act代理权：agency authority应当：shall可以：may不能：may not不正当：improperly有权做. . .：may; is entitled to do履行义务：perform obligation, render performance订立合同：enter into a contract; conclude a contract; form a contract带来损失：cause loss to . . .损害利益：harm somebody’s interest赔偿损失：indemnify the other party for its loss由某人承担费用：expenses shall be borne by sb.承担损害赔偿责任：be liable for damages各自承担相应的责任：bear their respective liabilities accordingly要求承担违约责任：hold . . . liable for breach of contract享有权利、承担义务：assume right and obligation二、各个条文中的术语合同订立采取. . .方式： a contract is concluded by the exchange of. . .(e.g. by the exchange of an offer and an acceptance; by the exchange of electronic messages). . .的意思表示：manifestation of intention to do something做出表示：manifest his intention (to do)接受履行：accept the performance订立合同时：in the course of concluding/ negotiating a contract; at the time of its conclusion 符合．．．规定：meet the requirement of . . .承诺的撤回：withdrawal of acceptance书面形式：in writing合同书形式：memorandum of contract具有本法. . .条规定的情形：fall into any of the circumstances set forth in Article. . .撤回：withdraw; 撤销：cancel拒绝追认：decline; 拒绝履行：reject受约束：be bound；is binding upon somebody表明：indicate价目表：price list拍卖公告：announcement of auction招标公告：call for tender招股说明书：prospectus商业广告：commercial advertisement数据电文：electronic message指定特定系统：designate a specific system快速通讯方式：instantaneous communication device国家指令性任务或国家订货任务：state mandatory plan or state purchase order根据需要/要求：in light of its requirement格式条款：standard terms条款：provision提请注意义务：duty to call attention应. . .要求，做. . .：do something upon the request of . . .与对方协商：negotiate with the other party预先拟定：prepare in advance重复使用：repeated use提供格式条款一方：the party supplying standard terms免除或限制责任：exclude or limit liability加重对方责任：increase the liabilities of the other party排除对方主要权利：deprive the other party of material rights合理的方式：in a reasonable manner对格式条款的理解：construction of standard term通常理解：common sense不一致：discrepancy between… and …解释：interpret缔约过失责任：pre-contract liabilities恶意磋商：negotiate in bad faith以. . .名义：under the pretext of隐瞒与. . .有关的重要事实：conceal material facts relating to . . .提供虚假情况：supply false information商业秘密：trade secret泄露或不正当使用商业秘密：disclose or improperly use trade secret在订立合同的过程中获悉：become aware of in the course of negotiating a contract生效条件：conditions precedent解除条件：conditions subsequent阻止／促成条件成立：impair/facility satisfaction of a condition对合同的效力约定附条件：prescribe that the effectiveness of a contract be subject to certain conditions附生效/解除条件的合同：a contract subject to condition precedent/subsequent条件成立：condition is satisfied附期限的合同：contract term生效/失效期限：a time of commencement/expiration限制民事行为能力人：a person with limited capacity for civil act法定代理人：legal agent追认：ratify纯获利益的合同：a contract from which such person accrues benefits only与其年龄、智力、精神健康状况相适应：be appropriate for his age, intelligence, mental health催告法定代理人在一个月内予以追认：demand legal agent to ratify the contract within one month视为拒绝追认：is deemed to decline ratify the contract撤销的权利：somebody is entitled to cancel. . .以通知的方式做出：be effected by notification以. . .的名义：on one’s behalf没有代理权：lack agency authority超越代理权：act beyond his agency authority代理权终止：agency authority is extinguished请求人民法院或仲裁机构变更或撤销：petition the People’s court or an arbitration institution for amendment or cancellation重大误解：material mistake显失公平：grossly unconscionable欺诈：fraud胁迫：duress乘人之危：take advantage of the other party’s hardship真实意思：true intention受损害方：aggrieved party合同无效、被撤销或者终止：invalidity, cancellation or discharge of a contract不影响. . .条款的效力：not impair the validity of the contract provision concerning. . .争议解决方法：the method of dispute resolution返还财产：make restitution of property过错方：the party at fault折价补偿：allowance be made in money based on the value of the property在合同约定的交付期间：during the prescribed period of delivery交付时的价格：price of delivery迟延交付标的物/提取标的物/付款：delay in delivering the subject matter; delay in taking delivery; delay in making payment同时履行： simultaneous performance互负债务：owe performance toward each other没有先后履行顺序：there is no order of performance履行不符合约定：render non-conforming performance拒绝其相应的履行要求： reject its corresponding requirement for performance部分履行：partial performance债务人部分履行给债权人增加的费用：additional expenses incurred by obligee due to obligor’s partial performance代位权：subrogation怠于行使到期债权：delay in exercising its creditor’s right that was due专属于. . .人本身：exclusively personal to somebody转让债权：assign a right受让人取得与债权有关的从权利：assignee assumes any incidental right associated with the obligee’s right让与人与受让人：assignor, assignee接到. . . 通知：upon receipt of notice of assignment债务人可以向受让人主张抵销：the obligor may avail itself of any set-off against the assignee对某人享有债权： have right to performance by/against somebody合并/分立：a party has effected combination/division合并/分立后的法人：legal person resulting from combination/division行使合同权利，履行合同义务：assume the rights and obligations享有连带债权，承担连带债务：jointly and severally assume the rights and obligations合同解除：terminate合同终止：discharge债务互相抵销：obligations were set off against each other将标的物提存：place the subject matter in escrow免除债务：release the obligor from performance毁损、灭失的风险：the risk of damage or loss孳息：fruits of subject matter违约责任：liabilities for breach of contract履行合同义务：perform obligations under a contract符合约定的履行合同义务：perform obligations in accordance with the contract; render conforming performance继续履行：specific performance采取补救措施：cure of non-conforming performance赔偿损失：payment of damages预期违约：anticipatory breach明确表示：expressly state行为表明：indicate by conduct违约金：liquidated damage一定数额：a certain sum/amount of …根据违约情况：in the light of degree of breach因违约产生的损失赔偿额的计算方法：a method for calculation of damages for the loss resulting from a party’s breach.适当减少：decrease the amount as appropriate公平原则：the principle of fairness诚实信用原则：the principle of good faith三、“效力”的词汇. . .的效力：effectiveness/validity of . . .e.g. effectiveness of contract/offer生效：become effective失效：extinguish有效：valid无效：invalid四、时间的词汇到达时间：time of arrival承诺期限：the period for acceptance信件载明的日期或电报交发之日：date shown on the letter or the date on which the telegram is handed in for dispatch邮戳日期：the posting date stamped on the envelop超过承诺期间：after expiration of the period for acceptance履行期限：time of performance. . .期间自…开始计算：the period for. . . commences on the date when. . ./once . . .五、常用句型：●Ａ符合Ｂ情况的，视为Ｃ：A is deemed as C, if B.●表示假设，用”where” or ”if”●如果是个长句子，内容为：在一个大前提A下，又有几个不同的条件(B、C)，每个条件下的结果（D是B的结果，E是C的结果）都不同。

法律英语基础句子法律英语基础句子精选法律围绕着我们的生活，法律维护着我们的权益。

感觉用专业的法律语言与别人对话是很困难的事情?现在不用担心了，这里将为大家提供各类法律英语基础句子!希望对大家有用。

一、Contempt of court 藐视法庭1.At common law, conduct tending to interfere with the course of justice in particular legal proceedings constitutes criminal contempt.在普通法上，意在干预具体法律程序的司法过程之行为将构成藐视法庭罪。

2.Because contemptuous conduct interferes with the administration of justice, it is punishable, usually by fine or imprisonment.因藐视法庭行为干扰司法职能，故应予惩罚，通常可以处罚金或监禁。

3.Criminal contempt is crime that is punishable by fine or imprisonment or both.严重的藐视法庭的行为是犯罪行为，可处罚金、监禁或并处。

4.He is in danger of being in contempt of court.他可能会犯藐视法庭罪。

5.He refused to obey the court order and was sent to prison for contempt.他拒绝服从法院命令，因藐视法庭而被收监。

6.His conduct tending to disregard the judge's order constituted contempt of court.他不遵从法官命令之行为构成了藐视法庭罪。

Companies Law of the People’s Republic of China(Adopted at the 5th Meeting of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Revision of the Company Law of the People's Republic of China made at the 13th Meeting of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Revision of the Company Law of the People's Republic of China made at the 11th Meeting of the Standing Committee of the Tenth National People's Congress on August 28, 2004; and revised at the 18th Meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005)Order of the President of the People’s Republic of China No. 42The Companies Law of the People’s Republic of China has been revised and adopted at the 18th Meeting of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005, and its revised version is hereby promulgated and shall go into effect as of January 1, 2006.Hu Jintao President of the People’s Republic of China October 27, 2005ContentsChapter I General ProvisionsChapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationSection 2Organizational StructureSection 3Special Provisions on One-person Companies with Limited LiabilitySection 4Special Provisions on Wholly Stated-owned CompaniesChapter III Equity Transfer of Companies with Limited LiabilityChapter IV Incorporation and Organizational Structure of a Company Limited by SharesSection 1IncorporationSection 2Shareholders General AssemblySection 3Board of Directors, and the ManagerSection 4Board of SupervisorsSection 5Special Provisions on Organizational Structure of Listed CompaniesChapter V Issue and Transfer of Shares of Companies Limited by SharesSection 1Issue of SharesSection 2Transfer of SharesChapter VI Qualifications and Obligations of Directors, Supervisors and Senior Managers of Companies Chapter VII Corporate BondsChapter VIII Financial Affairs and Accounting of CompaniesChapter IX Merger and Division of Companies, Increase and Reduction of CapitalChapter X Dissolution and Liquidation of CompaniesChapter XI Branches of Foreign CompaniesChapter XII Legal ResponsibilityChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1This Law is enacted in order to standardize the organization and behavior of companies, to protectthe legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares incorporated within the territory of the People’s Republic of China in accordance with this Law.Article 3 A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights of a legal person. The company shall be liable for its debts to the extent of its entire property.Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to the extent of the shares subscribed respectively by them.Article 4The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company, participation in making major decisions and selection of managerial personnel.Article 5In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.Article 6Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval shall be completed according to law prior to registration of the company.The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority shall provide services for such inquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.Article 8 A company with limited liability incorporated according to this Law shall have the words “company with limited liability”or “limited company”indicated in its name.A company limited by shares incorporated according to this Law shall have the words “company limited by shares”or “company by shares”indicated in its name.Article 9Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited liability, it shall meet the conditions of a company with limited liability provided for by this Law.Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the company after the change.Article 10The domicile of a company shall be the place where its main administrative organization is located.Article 11Articles of association shall be formulated according to law when a company is incorporated. The articles of association of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.Article 12The business scope of a company shall be defined in the company’s articles of association, and shall be registered according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision and alteration registered.The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations shall be submitted for approval according to law.Article 13The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.Article 14 A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess the status of a legal person, and its civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities according to law.Article 15 A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.Article 16Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter shall, in accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall not be exceeded.Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution adopted by its shareholders assembly or shareholders general assembly.The shareholder specified in the preceding paragraph or the shareholder dominated by the actual controller specified in the preceding paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.Article 17Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance their quality.Article 18The staff and workers of a company shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according to law.Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management in accordance with the provisions of the Constitution and relevant laws.When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the staff and workers through the conference of the representatives of staff and workers or other forms.Article 19In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations to carry out their activities.Article 20The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association, exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders to damage the interests of the creditors of the company.Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders, he shall be liable for compensation according to law.Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability for the debts of the company.Article 21Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not take advantage of their affiliated relations to damage the interests of the company.A person who, in violation of the provisions of the preceding paragraph, causes losses to a company shall be liable for compensation.Article 22The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a company, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the company, demand the shareholders to provide appropriate guarantee.Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1IncorporationArticle 23The following conditions shall be met for the incorporation of a company with limited liability:(1) The number of shareholders conforms to the statutory number;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association;(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and(5) The company has its own domicile.Article 24 A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a company with limited liability shall specify the following items:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;(7) the legal representative of the company; and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals to the company’s articles of association.Article 26The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability; and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the shareholders who have, on schedule and in full, made their capital contributions.Article 29After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.Article 30After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointlyentrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.Article 31Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount of the value prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.In an investment certificate the following items shall be specified:(1) the name of the company;(2) the date on which the company is incorporated;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of capital contributions; and(5) the serial number of the investment certificate and the date of its verification and issue.An investment certificate shall bear the seal of the company.Article 33 A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:(1) the names or titles and domiciles of the shareholders;(2) the amounts of the capital contributions made by the shareholders; and(3) the serial numbers of their investment certificates.The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.Article 34 A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company.A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting books, the shareholder may request the people’s court to demand the company to provide such books.Article 35Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or to do without the right of first refusal in proportion to their capital contributions when making subscriptions.Article 36Once a company is incorporated, its shareholders shall not secretly withdraw their capitalcontributions.Section 2Organizational StructureArticle 37The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders assembly shall exercise the following functions and powers:(1) to decide on the operational policy and investment plan of the company;(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the board of supervisors or the supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve the company’s plans for profit distribution and for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issue of corporate bonds;(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;(10) to amend the articles of association of the company; and(11) other functions and powers provided for in the company’s articles of association.Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names on and affix their seals to the documents of the decision.Article 39The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the provisions of this Law.Article 40The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or more of the directors, by the board of supervisors, or by the supervisors of a company without a board of supervisors.Article 41Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by half and more of the directors.Where no board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened and presided over by the executive director.Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.Article 42All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except where otherwise provided for by the company’s articles of association or agreedupon by all of the shareholders.The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at a meeting of the shareholders assembly in proportion to their respective capital contributions, except where otherwise provided for by the company’s articles of association.Article 44The modes of meeting and voting procedures of the shareholders assembly shall, in addition to what is provided for in this Law, be stipulated by the company’s articles of association.Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase or reduction of the registered capital, or on the merger, division, dissolution or transformation of the company shall be subject to adoption by the shareholders representing two-thirds or more of the voting rights.Article 45 A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except where otherwise provided for by Article 51 of this Law.The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of the company; and the members of the board of directors of other companies with limited liability may include representatives of the staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the conference of the representatives of the staff and workers, the general meeting of the staff and workers, or through other forms.A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman of the board shall be stipulated by the company’s articles of association.Article 46The term of office of a director shall be stipulated by the company’s articles of association, but each term of office shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative regulations or the company’s articles of association.Article 47The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;(2) to implement the resolutions adopted by the shareholders assembly;(3) to decide on the operational plans and investment plans of the company;(4) to draw up the annual financial budget plan and final accounts plan of the company;(5) to draw up plans for profit distribution and plans for making up losses of the company;(6) to draw up plans for the increase or reduction of the registered capital and the issue of corporate bonds of the company;(7) to draw up plans for the merger, division, dissolution and transformation of the company;(8) to decide on the establishment of the internal administrative bodies of the company;(9) to decide on the appointment or dismissal of the manager of the company and the matters concerning his remuneration, and upon recommendation of the manager, decide on the appointment or dismissal of the deputy manager(s) and persons in charge of the financial affairs of the company, and on the matters concerning their。

法律英语基础句子60句1.A later statute takes away the effect of a prior one.后法优于前法。

2.Arms and laws do not flourish together.武力与法律不能同时兴盛。

3.Consent makes law.合意产生法律。

4.Custom has the force of law.民俗具有法律效力。

5.Customs, religious and philosophies tend to form the basis for a nation's laws.风俗宗教和哲学常是一个国家法律构成之基础。

6.Equity is a correction of common legal rules in their defective parts. 衡平法是对普通法律规则中瑕疵部分的矫正。

7.Except as otherwise provided by law.法律另有规定的除外。

8.Every law has a loop hole.凡是法律皆有漏洞。

9.Every law has no atom of strength, as far as no public opinion supports it.若无公众舆论支持，法律是没有丝毫力量的。

10.In civilized life, law floats in a sea of ethics.在文明社会，法律依靠道德所支撑。

11.It can hardly be taken to be a guarantee that every law shall treat every person the same.不能保证每一部法律都能平等地对待每一个人。

w can never be enforced unless fear supports it.没有威慑力的法律绝对不会具有效力。

公司法常用的基本句型1.A company director owes a fiduciary duty to the company.公司董事应对公司负受托人的责任。

2.A company is regarded by the law as a person： an artificial person. 公司被法律认作为＂人＂：＂拟制人＂3.An enterprise as a legal person shall conduct operations within the range approved and registered.企业法人应当在核准登记的经营范围内从事经营。

4.He is a director appointed under the articles of the company.他是一名按公司章程任命的董事。

5.Prior to application for registration， the share capital must be stipulated in the Articles and all shares must be subscribed.在申请注册登记前，在公司章程中必须载明股本额，并且所有股份必须认购完毕。

6.The chairman was personally liable for the company’s debts.董事长对公司债务承担个人责任。

7.The company has complied with the court order.公司履行了法院的命令。

8.The company has fulfilled all the terms of the agreement.公司已经履行了全部协议中的条款。

9.The company intends to sue for damages.公司打算提起赔偿之诉。

10.The company is controlled by the majority shareholder.公司受控股股东的控制。

章节目录：内容（Contents）:一、保险（Insurance）（10句）二、不动产（Real property）（10句）三、财产负担（Encumbrance）（10句）四、传票（Process）（10句）五、法官（Judge）（30句）六、法理（Jurisprudence）（30句）七、法律（Law）（60句）八、法院（Court）（30句）九、犯罪（Offense）（40句）十、公民权利（Citizens’right）（20句）十一、公司法（Company law）（20句）十二、管辖权（Jurisdiction）（10句）十三、国际法（International law）（10句）十四、过失行为（Negligence）（10句）十五、海关和关税（Customs & tariff）（10句）十六、合伙（Partnership）（10句）十七、合同和协议（Contract & agreement）（60句）十八、和解（Settlement）（10句）十九、环境保护（Environment protection）（10句）二十、婚姻和家庭（Marriage & family life）（10句）二十一、货运和海商法（Shipping & maritime law）（10句）二十二、检察官（Prosecutor）（10句）二十三、交通（Traffic）（10句）二十四、借贷和租赁（Loan & lease）（10句）二十五、警察（Police）（10句）二十六、救济（Remedy）（10句）二十七、立法（Legislation）（10句）二十八、律师（Lawyer）（30句）二十九、藐视法庭（Contempt of court）（10句）三十、陪审团（Jury）（10句）三十一、票据（Instrument）（10句）三十二、破产（Bankruptcy）（10句）三十三、侵权（Tort）（10句）三十四、上诉（Appeal）（20句）三十五、审判（Trial）（30句）三十六、税收（Tax）（10句）三十七、死刑（Death penalty）（10句）三十八、诉辩状（Pleading）（10句）三十九、诉讼（Litigation）（20句）四十、诉讼费（Costs）（10句）四十一、所有权（Ownership）（10句）四十二、委托代理（Agency）（10句）四十三、未成年人违法（Juvenile delinquency）（10句）四十四、消费者权益（Consumer’s right）（10句）四十五、信托（Trust）（10句）四十六、刑罚（Punishment）（10句）四十七、刑法原则（Criminal law principles）（10句）四十八、刑事侦察（Criminal investigation）（10句）四十九、业务交易（Transaction）（10句）五十、医疗保健（Medical care）（10句）五十一、遗嘱和继承（Will & succession）（10句）五十二、原告和被告（Plaintiff & defendant）（20句）五十三、责任（Duty）（10句）五十四、赠与(Gift)（10句）五十五、债务（Debt）（10句）五十六、招投标（Bidding）（10句）五十七、证据（Evidence）（30句）五十八、证券（Securities）（10句）五十九、知识产权（Intellectual property）（10句）六十、仲裁（Arbitration）（10句）法律英语900句1.He is a holder of an insurance policy.2.How long is the period from the commencement to termination of insurance?3.Insurance companies insured ships and their cargoes against loss at sea.4.Mr.Rodman is the most heavily insured man in the world,carrying $4,000,000 insurance on his life.5.One kind of insurance policy is the one that covers a named person.6.Parties to an insurance contract are required to exercise the utmost good faith and disclose all relevant matters to each other.7.The coverage is written in the basic form and clauses.8.What cover will you take out?9.What do your insurance clauses cover?10.Who will pay the premium for WPA?Part 2 Real property1.A man may claim that the owns land by inheritance or purchase from some other person.nd is referred to as realty.nd may not be sold,leased,mortgaged or illegally transferred by any other means.nd,the main source of wealth,is by the very nature of things treated differently from other kinds of property.5.Permission for any change in the use of the land ownedhas to be obtained from the local planning authorities.6.Property may be classified into real property and personal property.7.Real property is both a bundle of legal rights and certain physical objects.8.Real property is land and things immovably attached to the land.9.The ownership of land grew out of possession.10.Where a squatter occupies derelict landand continues in uninterrupted possession for 12 years,the owner's title to land is destroyed.Part 3 Encumbrance1.A landowner who already holds land subject to a mortgagemay wish to hypothecate his equity.2.A lien against the property is granted to secure an obligation.3.A pledge is something more that a mere lien and something less than a mortgage.4.After the court imposed the lien,it usually issues a writ directing the sheriff to seize the property.5.If the purpose of the transaction is to transfer property for security only,then the courts will hold the transaction a pledge.6.It is a charge on land.7.He decided to redeem the pledge.8.Mineral rights are not mortgageable in this jurisdiction.9.Mortgage is a security interest in real property.10.The debtor whose property is subject to the mortgage is called the mortgagor. Part 4 Process1.Address of service of process shall be included in the Articles of Association.2.Alias summons is a subsequent summons issued to replace onethat could not be served or otherwise failed.3.Smith was subpoenaed as a witness to appear in the circuit court.4.Summons is a written notification that one is required to appear in court.5.The bailiff was in charge of issuing a summons on the plaintiff.6.The court served a summons on him.7.The summons was withdrawn.8.The witnesses were subpoenaed to attend the trial.9.The writ was indorsed with details of the plaintiff's claim.10.They were accused of demanding payment with threats.Part 5 Judge1.A good judge can extend the boundary of justice.2.A judge cannot be witness in his own cause.3.A judge cannot punish a wrong done to himself.4.A judge incurs no civil liability for judicial acts,even if guilty of fraud and corruption.5.An upright judge has more regard to justice than to me.6.If the judge departs from the sentencing guideline rangehe must have a lawful reason for such a departure.7.Judges shall handle cases impartially and in accordance with the law.8.Most disputes that arise in any society are not handled through the court system.9.No one can be at once suitor and judge.10.No one can be judge in his own case.11.Sentencing is at the discretion of the judge.12.The chaiman of the tribunal asked to see all the facts on the income tax claim.13.The judge was appointed to sit in a special case.14.The magistrates committed her for trial at the Crown Court.15.The judge accepted the defendant's undertaking not to harass the plaintiff.16.The judge decided in favor of plaintiff.17.The judge disallowed the defense evidence.18.The judge exceeded his powers in criticizing the court of appeal.19.The judge found that the plaintiff's pleadings disclosed no cause of action.20.The judge heard the case in chamber.21.The judge must not hear the evidenceor the representations from one side behind the back of the other.22.The judge ordered the actions to be consolidated.23.The judge refused the application,on the ground that he had a judicial descretion to examine inadmissible evidene.24.The judge revised his earlier decisionnot to consider a submission from defense counsel.25.The judge warned counsel not to prompt the witness.26.The judge was of the opinion that if the evidence was doubtfulthe claim should be dismissed.27.The justices were ordered to rehear the information.28.The Lord Justice said he was not laying down guideline for sentencing.29.The judge consented to the request of the prosecution counsel.30.The practice of the judge is the interpreter of law.保险他是保险单持有人.保险责任起止期限是多长?保险公司为船舶和船货承保了海损险.罗德曼先生是世界上投保最多的人,为自己投了4,000.000 美元的人寿险.有一种保险单是记名保险单.保险合同双方当事人都应该尽到最大的善意并且想到披露所有的相关事实.保险范围写在基本保险单和各种险别条款里.你们准备投保那些险别?你们的保险条款规定了那些险种?水渍险费用由谁负担?不动产一个人可能会声称他是通过继承或从其他人处购买而拥有土地的。

法律英语口语：公司法Company law 十一、公司法Company law1.A company director owes a fiduciary duty to the company.2.A company is regarded by the law as a person：an artificial person.3.An enterprise as a legal person shall conductoperations within the range approved and registered.4.He is director appointed under the articles of the company.5.Prior to application for registration,the share capital must be stipulated in the Articles and all shares must be subscribed.6.The chairman was personally liable for the company's debts.7.The company has complied with the court order.8.The company has fulfilled all the terms of the agreement.9.The company intends to sue for damages.10.The company is controlled by the majority shareholder.11.The company is presumed to be still solvent.12.The company is resisting the takeover bid.13.The company's action was completely legal.14.The domicile of a legal person or other organization is at the place of its principal business establishment.15.The legal adviser recommended applying for an injunction against the directors of the company.16.The major methods used to reconstitute the company are acquisition of companies and merging.17.The profits and losses of the equity joint venture shall be shared by the parties in proportion to their contributions of the registered capital.18.The resolution was invalid because the shareholder's meeting was not quorate.19.The right to vote at shareholder's meetings for the election of directors shall be observed.20.The two companies have merged.公司董事应对公司负责受托人责任。

法律英语必背句型
法律英语必背句型
必背句型:
A:He has set up in practice as a solicitor.
他已是一个开业“初级律师”。

B:He is so great.
他真厉害。

He has set up in practice as a doctor.
他已是一个开业医生。

I have set up in practice as a lawyer.
我已是一个开业律师。

He has set up in practice as a translator.
他已是一个开业翻译。

延伸阅读:A:A lawyer should assist in preventing the unauthorized practice of law.
律师应当帮助防止非法执业。

B:Yes,it is their duty.
是的，这是他们的责任。

A lawyer should assist in maintaining the integrity and competence of the legal profession.
律师应该帮助保持律师界的正直和业务能力。

A lawyer should assist the legal profession in fulfilling its duty to make legal counsel available.
律师应该帮助律师界履行其提供法律顾问的`义务。

I will assist in finishing your work.
我会帮助你完成你的工作。

法律英语基本句型法律英语（包括合同与法律条文）的翻译其实并不难，有一些常用句型，这些句型有固定的结构，也有固定的翻译方式。

本文将对这些基本句型分别予以介绍和说明。

句型一：OTHERWISE句型（一）otherwise句型通常用来表述以下几种意思：1、除……外；2、其他……otherwise在表示“除外”含义时，常与unless共同使用，即otherwise通常出现在unless引导的状语从句中，例如下面这句：In this contract, unless the context otherwise requires, "goods" means……在本协议所称“货物”，除条款另有规定外，是指……再看一个例子：Unless in any enactment it is otherwise provided……除成文法另有规定外……由此可见，在otherwise和unless搭配使用时，unless放在从句句首，而otherwise放在主语和谓语之间，即：unless+主语+otherwise+谓语如果使用被动语态，则otherwise放在主语和be动词后面，谓语的过去分词前面，即：unless+主语+be动词+otherwise+谓语的过去分词OTHERWISE句型（二）otherwise除了可以和unless连用作“除……另……外”的意思，在法律文本里，还常常和or连用，表示“及其他”的意思。

下面的例句是《合同法》第十九条：Article 19 Irrevocable OfferAn offer may not be revoked:(i) if it expressly indicates, whether by stating a fixed time for acceptanceor otherwise, that it is irrevocable;(ii) if the offeree has reason to regard the offer as irrevocable, and has undertaken preparation for performance.第十九条有下列情形之一的，要约不得撤销：(一)要约人确定了承诺期限或者以其他形式明示要约不可撤销；(二)受要约人有理由认为要约是不可撤销的，并已经为履行合同作了准备工作。

(完整版)法律英语短语汇总大全一、合同和协议- Agreement/Contract: 合同- Amendment: 修订- Breach of contract: 违约- Confidentiality clause: 保密条款- Force majeure: 不可抗力- Governing law: 管辖法律- Indemnification: 赔偿- Jurisdiction: 管辖区域- Liquidated damages: 违约金- Non-disclosure agreement: 保密协议- Termination clause: 终止条款- Validity: 有效性二、法律程序- Appellant: 上诉人- Bail: 保释- Defendant: 被告- Evidence: 证据- Hearing: 审理- Injunction: 禁令- Judgment: 判决- Legal counsel: 法律顾问- Plaintiffs: 原告- Trial: 审判- Verdict: 裁决- Witness: 证人三、知识产权- Copyright: 版权- Infringement: 侵权- Intellectual property: 知识产权- Patent: 专利- Trademark: 商标- Royalties: 版税- Trade secret: 商业秘密- Fair use doctrine: 合理使用原则- License agreement: 许可协议- Prior art: 先知技术- Utility model: 实用新型四、责任和赔偿- Negligence: 疏忽- Damages: 损害赔偿- Liability: 责任- Mitigation: 缓解- Tort: 侵权行为- Misrepresentation: 虚假陈述- Personal injury: 人身伤害- Strict liability: 严格责任- Breach of duty: 违反职责五、公司法和商法- Director: 董事- Shareholder: 股东- Merger and acquisition: 兼并收购- Partnership: 合伙企业- Proxy: 代理人- Articles of incorporation: 公司章程- Bylaws: 公司章程- IPO (Initial Public Offering): 首次公开发行- Stock option: 股票期权六、人权和公民权- Freedom of speech:- Equality: 平等- Discrimination: 歧视- Privacy: 隐私权- Human rights: 人权- Freedom of religion: 宗教自由- Right to vote: 选举权- Due process: 正当程序- Civil rights: 公民权利- Prohibition of torture: 禁止酷刑以上仅为一小部分法律英语短语，希望对您有帮助！以上是一份完整的法律英语短语汇总，包括合同和协议、法律程序、知识产权、责任和赔偿、公司法和商法以及人权和公民权等方面的常用词汇。

法律英语就该这么说第100期导读：本文法律英语就该这么说第100期，仅供参考，如果觉得很不错，欢迎点评和分享。

必背句型:A:Who will owe a fiduciary duty to the company?谁会对公司负受托人的责任？B:A company director owes a fiduciary duty to the company.公司董事应对公司负受托人的责任。

A company director is responsible for the company.公司董事应对公司负责任。

A company director is in charge of the company.公司董事应对公司负责任。

The teacher owes a fiduciary duty to the student.老师应对学生负受托人的责任。

延伸阅读:A:A company is regarded by the law as a person:an artificial person.公司被法律人做人：拟制人。

B:Can you explain it to me carefully?你能给我仔细地解释一下吗？A company is considered by the law as a person:an artificial person.公司被法律人做人：拟制人。

The school is considered by the parents as a key school.这所学校被家长人做重点中学。

The school is regarded by the parents as a key school.这所学校被家长认做重点中学。