下载文档原格式
【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property.As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue thecompany business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this La w for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business coversany item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meeting of the board of directors or shareholders’s meeting or shareholders' assembly. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intendsto provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of itsconnection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the compa ny shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationArticle 23 The incorporation of a limited liability company shall satisfy the following conditions:(1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organization complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and time of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the valueassessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articlesof association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders,claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanatio n. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to theincreased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 39 The shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meeting shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders'meeting shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of d irectors, the shareholders' meeting shall be convened and presided over by the executive director.If the board of directors or the executive director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise contracted by all the shareholders. A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made ata shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the assembly of the representatives of employees, the assembly of employees of the company or or by any other means. The board of directors shall have one board chairman and may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in the articles of association.Article 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their terms of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities o f the directors according to laws, administrative regulations as well as the articles of association.。
中华人民共和国公司法（2005年修订）Company Law of the People's Republic of ChinaEnglish Version 中文版发文日期：2005-10-27有效范围：全国发文机关：全国人民代表大会常务委员会; 中华人民共和国主席文号：主席令[2005]第42号时效性：现行有效生效日期：0000-00-00所属分类：综合（公司法->综合）Promulgation Date：10-27-2005 Effective Region：NATIONAL Promulgator：Standing Committee of the National People's Congress Document No：Order of the President [2005] No. 42 Effectiveness：Effective Effective Date：01-01-2006 Category：General（CompanyLaw->General）中华人民共和国公司法（2005年修订）Company Law of the People's Republic of China 主席令[2005]第42号Order of the President [2005] No. 422005年10月27日October 27, 2005《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。
中华人民共和国主席胡锦涛The Company Law of the People's Republic of China was amended and adopt ed 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 as of January 1, 2006.President of the People's Republic of China: Hu Jintao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(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）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)目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构ContentsChapter I General ProvisionsChapter II Establishment and Governance of A Limited Liability CompanySection 1 EstablishmentSection 2 GovernanceSection 3 Special Provisions on Single Shareholder Limited Liability CompaniesSection 4 Special Provisions on Wholly State-Owned CompaniesChapter III Transfer s of Limited Liability Company Stock RightsChapter IV Establishment and Governance of A Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders' AssemblySection 3 Boards of Directors and ManagersSection 4 Boards of SupervisorsSection 5 Special Provisions on the Governance of A Listed CompanyChapter V Issuance and Transfers of Shares in A Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfers of SharesChapter VI Qualification s and Duties of Company Directors, Supervisors and Senior ManagersChapter VII Corporate Bond sChapter VIII Financial Affairs and Company Accounts Chapter IX Merger and Demerger s; Increases and Decreases in Registered CapitalChapter X Company Dissolution s and Liquidation s Chapter XI Branches of Foreign CompaniesChapter XII Legal Liability第十二章法律责任第十三章附则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。
中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
公司法中的注销英文在中国的法律体系中，关于公司注销的法规主要包括《中华人民共和国公司法》。
以下是公司法中关于注销的相关条文的英文翻译：根据《中华人民共和国公司法》：1.公司解散与清算Dissolution and Liquidation of a Company：1.1 Dissolution：A company shall be dissolved under any of the following circumstances:•The term of existence specified in its articles of association expires without extension.•The company is resolved to be dissolved through a resolution of the shareholders' general meeting.•Other circumstances for dissolution as prescribed in the articles of association occur.1.2 Liquidation：Upon the dissolution of a company, the company shall go into liquidation. The liquidation shall be conducted by a liquidation committee established according to the provisions of this Law.2.公司注销的程序Procedures for the Deregistration of aCompany：2.1 Application for Deregistration：A company shall apply for deregistration with the registrationauthority within 45 days after the date of dissolution.2.2 Public Notice：Upon receipt of an application for deregistration, the registration authority shall issue a public notice.2.3 Objections to Deregistration：During the public notice period, any creditor or interested party may raise an objection to the company's deregistration.2.4 Deregistration：After the public notice period and upon the expiration of the objection period without valid objections, the registration authority shall issue a notice of deregistration.2.5 Publication of Deregistration：The registration authority shall make an announcement of the company's deregistration.请注意，上述是对《中华人民共和国公司法》中与公司解散、清算和注销相关内容的简要翻译，具体的法律条文可能根据不同的修订版本有所变化。
1999公司法修订内容对比
1999年公司法修订内容主要集中在公司治理、股东权益保护、公司合并与分立等方面进行了调整。
首先，修订后的公司法增加了对公司治理的规定，强调了公司董事会的作用和职责，加强了对公司高管的监督和约束，以及对股东权益的保护。
此外，修订后的公司法对公司合并与分立的程序和条件进行了明确规定，加强了对合并与分立过程中各方利益相关者权益的保护。
另外，修订后的公司法还对公司的设立、经营、监管等方面进行了一系列调整和完善。
其中包括对公司的注册资本、股东责任、公司财务报告披露等方面进行了规范，加强了对公司财务状况的监管和披露要求，以及对公司违法违规行为的处罚力度。
此外，修订后的公司法还对公司的破产清算程序和程序进行了调整，加强了对破产清算程序的监管和程序的公正性要求。
总的来说，1999年公司法的修订内容主要体现在对公司治理、股东权益保护、公司合并与分立、公司设立、经营、监管等方面进行了一系列调整和完善，旨在加强对公司各方利益相关者权益的保护，促进公司健康发展。
修订后的公司法为我国公司制度的不断完善和发展提供了重要的法律保障。
公司法中英对照
以下是《公司法》中英对照的部分内容：
1. A company shall regard its main office as its domicile. 公司以其主要办事机构所在地为住所。
2. The shareholders should affix their signatures or seals to the bylaw of the company. 股东应当在公司章程上签名、盖章。
3. The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited s2、et up within the territory of the People's Republic of China according to the provisions of this Law. 本法所称公司是指依照本法在中国境内设立的有限责任公司和股份有限公司。
4. The legitimate rights and interests of a company shall be protected by laws and may not be trespassed. 公司的合法权益受法律保护，不受侵犯。
由于《公司法》的内容较多，如果你需要更多相关内容，可以继续向我提问。
公司法重要概念1、企业(我国法学)：以营利为目的从事商品生产经营活动和商业服务的企业2、（1）Company（英）：一定数量的自然人为了共同目的，往往是以营利为目的进行经营，而结成的社团，也指适合于规模太大以致无法以合伙运作而采用的一种组织形式。
（2）corporation（美）：依据法律授权而注册成立，具有法定组织结构和法人资格的实体。
（company在美国泛指一切商业企业，无论其是否经过注册，也无论其是否具有法定组织结构和法人资格。
）我国公司类型适用“corporation”3、我国公司法的公司：有限责任公司和股份有限公司4、（1）社团：指为一定目的由二人以上所组织的团体。
（2）财团：又称“目的财产”，指一定目的财产为成立基础的组织体。
5、（1）人合公司，指以股东个人的信用而非公司资本作为信用基础的公司。
（2）资合公司，指以公司的资本而非股东个人信用作为信用基础的公司。
（3）人合兼资合公司，指公司兼以股东个人的信用和资本信用为信用基础的公司。
6、（1）公营公司，指政府独资经营，或者政府与私人合资经营而政府资本超过50%或政府在经营管理中起决定性作用的公司。
（2）民营公司（私营公司/私人公司），指公司完全由私人投资经营或者私人与政府合资经营而政府资本超过50%的公司。
7、（1）母公司，指因拥有其他公司一定比例股份或者根据协议可以直接或间接控制或支配其他公司的公司，是一种控股公司。
又分为纯粹的控股公司，只可以控制股份；混合的控股公司，既控制股份又从事其他业务。
控股的方式：持有50%以上的股份或者签订协议。
（2）子公司，指全部股份或达到控股程度的股份被另一个公司控制，或者依照协议被另一公司实际控制的公司。
子公司是独立法人，有独立的法律人格，以自己的名义从事经营并以自己的财产独立承担责任。
8、（1）总公司（本公司），是管辖公司全部组织的总机构，至少具有三个以上分支机构。
（2）分公司，指被总公司所管辖的公司分支机构，不具有法人资格，仅为总公司的附属机构，但仍有经营资格，需办理营业登记并领取《营业执照》，可以自己的名义独立订立合同，也可以自己的名义参加诉讼。
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。
【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。
公司章程翻译文稿XX工程管理咨询（上海）有限公司章程Articles of Association of XX Engineering Management Consulting (Shanghai) Co., LTD.第一章总则Chapter I General Rules第一条根据《中华人民共和国外资企业法》、《中华人民共和国公司法》及中国相关法律、法规的规定，英属维尔京群岛YY PROJECTS(CHINA) LTD公司决定在中国上海设立 XX工程管理咨询（上海）有限公司（以下简称“公司”），特制定本章程。
Article 1 According to the "Law on Foreign Investment Enterprise of the People's Republic of China", the "Company Law of the People's Republic of China" and related laws and regulations in China, the British Virgin Islands YY PROJECTS (CHINA) LTD Company decided to set up XX Engineering Management Consulting (Shanghai) Co., LTD. (hereinafter referred to as "the company") in Shanghai, China and hereby the articles of association are formulated.第二条公司名称: XX工程管理咨询（上海）有限公司。
Article 2 Company name: XX Engineering Management Consulting (Shanghai) Co., LTD.法定地址：上海市松江区八秀路86号Legal address: No.86, Baxiu Road, Songjiang District, Shanghai City第三条股东名称（姓名）：YY PROJECTS(CHINA)LTD。
THE COMPANY LAWOF THE PEOPLE'S REPUBLIC OF CHINA(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993, and Promulgated by Presidential Order of the People's Republic of China ( No. 16) on December 29, 1993, and Amended on December 25, 1999)TABLE OF CONTENTSChapter One: General ProvisionsChapter Two: Establishment and Organs of Limited Liability CompanySection One. EstablishmentSection Two. OrgansSection Three. Wholly State-owned CompanyChapter Three: Establishment and Organs of Joint Stock Limited CompanySection One. EstablishmentSection Two. Shareholders' general committeeSection Three. Board Of Directors And General ManagerSection Four. Board Of SupervisorsChapter Four: Issue and Transfer of Shares of Joint Stock Limited CompanySection One. Issue Of SharesSection Two. Transfer Of SharesSection Three. Listed CompanyChapter Five: Company BondsChapter Six: Financial and Accounting Affairs of CompanyChapter Seven: Merger and Division of CompanyChapter Eight: Bankruptcy, Dissolution and Liquidation of CompanyChapter Nine: Branch of Foreign CompanyChapter Ten: Legal LiabilitiesChapter Eleven: Supplementary ProvisionsChapter One: General ProvisionsArticle 1 This Law is enacted in accordance with the Constitution, in order to meet the needs of establishing a modern enterprise system, to regulate the organization and conduct of companies, to protect the lawful rights and interests of companies as well as the shareholders and creditors thereof, to maintain social and economic order, and to promote the development of the socialist market economy.Article 2 A company referred to herein means a limited liability company or a joint stock limited company established within China in accordance herewith.Article 3 Limited liability companies and joint stock limited companies are enterprise legal persons.In the case of a limited liability company, the shareholders are liable thereto to the extent of their capital contribution, and the company is liable for its debts to the extent of all of its assets.In the case of a joint stock limited company, its total capital is divided into stocks of equal value, and the shareholders are liable thereto to the extent of their share holdings, and the Company is liable for its debts to the extent of all of its assets.Article 4 As contributors of capital, the shareholders of a company enjoy the rights of proprietorsin proportion to their respective share of capital contributions to the company, such as deriving benefits from its assets, making major decisions, and selecting its management.The company enjoys the full property rights of a legal person in respect of assets resulting from the investment by its shareholders, and enjoys civil rights and bears civil liabilities in accordance with the law.Title to the state-owned assets in the company shall vest in the State.Article 5 A company, with all of its assets owned by it as a legal person, shall operate autonomously and be responsible for its own profit and loss in accordance with the law.The company shall, under the state's macro-regulation, organize its production and operation autonomously in light of market demand, with a view to improving economic return and productivity, and accomplishing the preservation and increase of the value of its assets.Article 6 A company shall adopt an internal management system which clearly sets out the rights and responsibilities of the relevant parties, is conducive to scientific management, and combines incentive with check and balance.Article 7 If a state-owned enterprise is to be reorganized into a company, it must, in accordance with the conditions and requirements prescribed by national statutes and administrative regulations, change its operating mechanism, and orderly identify and verify its assets, determine the respective owners of the property rights therein, settle its creditor's rights and liabilities, conduct assets appraisal, and set up standard internal management organs.Article 8 The establishment of a limited liability company or a joint stock limited company is subject to the requirements prescribed herein. An entity meeting the requirements prescribed herein may be registered as a limited liability company, or a joint stock limited company, as the case may be; an entity failing to meet the requirements prescribed herein may not be registered as a limited liability company, or a joint stock limited company, as the case may be.Where the establishment of a company is subject to examination and approval as required by the relevant national statutes or administrative regulations, examination and approval procedure must be carried out in accordance with the law prior to its registration.Article 9 The name of a limited liability company established in accordance herewith must contain the words "limited liability company".The name of a joint stock limited company established in accordance herewith must contain the words "joint stock limited company".Article 10 The Company shall be domiciled at the place where its principal executive office is located.Article 11 In order to establish a company, its articles of association must be prepared in accordance herewith. The articles of association of the company are binding upon the company and its shareholders, directors, supervisors and general manager.The company's business scope shall be prescribed by its articles of association and be registered in accordance with the law. If an item in the Company's business scope is subject to any restriction prescribed by any national statute or administrative regulation, approval for such item shall be obtained in accordance with the law.The company shall conduct its business within its registered business scope. The Company may change its business scope by amending its articles of association in accordance with legally prescribed procedure and registering such amendment with the company registration authority. Article 12 A Company may invest in another limited liability company or joint stock limitedcompany, and is liable to such company to the extent of its capital contribution.Except for an investment company or a holding company stipulated by the State Council, where a company is to invest in other limited liability companies or joint stock limited companies, its cumulative investment may not exceed 50 percent of its net assets, provided that if after the investment, the capital is increased using profit distribution received from the company in which it invested, the increased amount shall not be included.Article 13 A company may establish branch companies, which do not have the status of enterprise legal persons, and the civil liabilities thereof shall be borne by the company.The company may establish subsidiary companies, which have the status of enterprise legal persons and bear civil liabilities independently in accordance with the law.Article 14 In conducting its business, a company must abide by the law, observe industry ethics, strengthen the development of socialist spiritual civilization, and subject itself to supervision by the government and the public.The company's lawful rights and interests are protected by law and shall not be infringed upon. Article 15 A company must protect the lawful rights and interests of its workers, strengthen labor protection, and achieve workplace safety.The company shall strengthen the professional education and on the job training of its workers in various forms, so as to improve their quality.Article 16 The workers of a company shall organize a labor union, which shall conduct union activities and safeguard the lawful rights and interests of the workers in accordance with the law. The Company shall provide the necessary conditions for its labor union to conduct its activities. In accordance with the Constitution and other relevant national statutes, democratic management in the form of workers' assembly and other forms shall be adopted in a wholly state-owned company or a limited liability company established through investment by two or more state-owned enterprises or by two or more state-owned investment entities of other kinds. Article 17 Activities of the elementary-level cell of the Chinese Communist Party in a company shall be conducted in accordance with the Charter of the Chinese Communist Party.Article 18 Limited liability companies with foreign investment are subject to this Law, provided that where the provisions of national statutes governing Sino-foreign equity joint venture enterprises, Sino-foreign cooperative joint venture enterprises, and wholly foreign owned enterprises stipulate otherwise, the stipulations therein shall prevail.Chapter Two: Establishment And Organs Of A Limited Liability CompanySection One EstablishmentArticle 19 The establishment of a limited liability company is subject to the following conditions: (i) The number of shareholders meets legal requirement;(ii) The amount of shareholders' capital contribution reaches the minimum level prescribed by law;(iii) The shareholders jointly prepare the articles of association;(iv) There is a company name, and the organs meeting the requirements for a limited liability company are established;(v) There is a permanent place of business and there are necessary conditions for production and operation.Article 20 A limited liability company shall be established through joint investment by not fewer than 2 but not more than 50 shareholders.A state authorized investment entity or state authorized department may establish wholly state-owned limited liability companies as the sole investor.Article 21 In the case of a state-owned enterprise established before this Law becomes operative, if it meets the conditions prescribed herein for the establishment of a limited liability company, it may be reorganized into a wholly state-owned limited liability company in accordance herewith if it was established by a single investment entity, or it may be reorganized into a limited liability company pursuant to Paragraph 1 of the previous Article if it was established by more than one investment entities.The implementing procedures and detailed measures for reorganizing state-owned enterprises into companies shall be separately prescribed by the State Council.Article 22 The articles of association of a limited liability company shall set forth the following: (i) its name and domicile;(ii) its business scope;(iii) its registered capital;(iv) the names of its shareholders;(v) the rights and obligations of its shareholders;(vi) the forms and amounts of capital contribution made by shareholders;(vii) the conditions under which the shareholders' shares of capital contribution may be assigned; (viii) its organs, the manners in which they are established and their respective powers, and the rules governing their conduct of business;(ix) its legal representative;(x) the causes for its dissolution and the method for its liquidation;(xi) other matters which shareholders deem necessary to provide for.Shareholders shall sign or impress their chops on the articles of association.Article 23 The registered capital of a limited liability company is the amount of capital contribution actually paid up by all shareholders and registered with the company registration authority.The registered capital of a limited liability company shall not be less than:(i) Renminbi 500,000 Yuan if it primarily engages in production;(ii) Renminbi 500,000 Yuan if it primarily engages in commodity wholesale;(iii) Renminbi 300,000 Yuan if it primarily engages in commodity retail;(iv) Renminbi 100,000 Yuan if it engages in scientific and technical development, consulting or service.If for a specific industry, the required minimum registered capital exceeds any of the minimum levels prescribed above, such minimum requirement shall be separately prescribed by the relevant national statute or administrative regulations.Article 24 Shareholders may contribute their capital in the form of cash, as well as in the forms of tangible goods, industrial property, non-patented technology and land use rights at certain value. If any tangible goods, industrial property, non-patented technology or land use rights are contributed as capital, they must be appraised and the property rights therein must be verified, and the contributed items may not be over-valued or under-valued. Appraisal on land use rights shall be carried out in accordance with the provisions of the relevant national statute and administrative regulations.Where industrial property or non-patented technology is contributed as capital at certain value,its valuation shall not exceed 20 percent of the total registered capital, except where the state makes special provisions for companies utilizing high and new technologies.Article 25 Each shareholder shall invest in full the capital contribution which he has subscribed for in accordance with the articles of association. If a shareholder makes his capital contribution in cash, he shall deposit in full the amount of such cash capital contribution into a temporary bank account opened for the contemplated limited liability company; If capital contribution is made in the form of tangible goods, industrial property, non-patented technology or land use rights, the appropriate transfer procedure for the property rights therein shall be carried out in accordance with the law.A shareholder who fails to invest the capital contribution which he has subscribed for in accordance with the previous Paragraph is liable for breach of contract to those shareholders who have invested in full the capital contribution they have subscribed for.Article 26 Upon investment in full of their respective capital contribution by the shareholders, a legally-prescribed capital verification institution must carry out capital verification procedure and issue a certificate.Article 27 After a legally-prescribed capital verification institution has verified the shareholders' full capital contribution, a representative designated by all shareholders or the agent appointed jointly thereby shall apply to the company registration authority for establishment registration and submit thereto documents such as the company registration application form, the articles of association, and the capital verification certificate, etc.Where approval by the relevant authority is required by the relevant national statute or administrative regulations, the approval document shall be submitted at the time of applying for establishment registration.The company registration authority shall grant registration to an applicant who meets the requirements prescribed herein and shall issue a company business license, and shall not grant registration to an applicant who fails to meet the requirements prescribed herein.The date of issuance of a company business license shall be the establishment date for a limited liability company.Article 28 If after the establishment of a limited liability company, it is discovered that the actual value of the tangible goods, industrial property, non-patented technology, or land use rights contributed as capital is significantly below their value fixed in the articles of association, the shareholder who contributed such item as capital shall contribute the difference in value, and the other shareholders of the company at the time it was established shall be jointly and severally liable.Article 29 Where a branch company is to be established contemporaneous with the establishment of a limited liability company, an application for registration of such branch company shall be submitted to the company registration authority, and it shall be issued a business license.Where a branch company is to be established after the establishment of the limited liability company, the company's legal representative shall apply to the company registration authority for registration of such branch company, and it shall be issued a business license.Article 30 Upon the establishment of a limited liability company, each shareholder shall be issued a capital contribution certificate, which shall set forth the following:(i) the name of the company;(ii) the date of registration of the company;(iii) the company's registered capital;(iv) the name of the shareholder, the amount of his capital contribution, and the date of capital contribution;(v) the serial number and date of issuance of the capital contribution certificate.The company's chop shall be impressed on each capital contribution certificate.Article 31 A limited liability company shall maintain a record of shareholders, which shall set forth the following:(i) the name of each shareholder and the domicile thereof;(ii) the amount of capital contribution invested by each shareholder;(iii) the serial number of each capital contribution certificate.Article 32 Shareholders are entitled to inspect the minutes of meetings of shareholder committee as well as the financial and accounting reports of the company.Article 33 Shareholders shall share in the distribution of profits in proportion to their respective shares of capital contribution. Where the company is to increase its capital, its shareholders have the preemptive right to subscribe for the increased amount.Article 34 A shareholder may not withdraw its capital contribution after registration of the company.Article 35 Shareholders may assign in whole or part their respective shares of capital contribution amongst themselves.Transfer of his share of capital contribution by a shareholder to anyone other than another shareholder is subject to consent by a majority of all the shareholders; shareholders who do not consent to the transfer shall purchase the share of capital contribution to be assigned, and failure by those shareholders to make such purchase is deemed to be their consent to the assignment. Where the shareholders consent to the assignment of share of capital contribution, other shareholders have the preemptive right of purchase under the same conditions.Article 36 Upon a shareholder's lawful assignment of his share of capital contribution, the company shall record on the record of shareholders the name of the assignee, the domicile thereof and the amount of capital assigned thereto.Section Two OrgansArticle 37 The shareholders' committee of a limited liability company consists of all the shareholders, and the shareholders' committee is the company's organ of authority, and shall exercise its powers in accordance herewith.Article 38 The shareholders' committee shall exercise the following powers:(i) determining the company's operational guidelines and investment plans;(ii) electing and replacing directors, and deciding upon matters relating to their remuneration; (iii) electing and replacing supervisors who represent the shareholders, and deciding upon matters relating to the remuneration of supervisors;(iv) considering and approving reports by the board of directors;(v) considering and approving reports by the board of supervisors or the supervisor, as the case may be;(vi) considering and approving annual financial budget plans and final accounting plans of the company;(vii) considering and approving company profit distribution plans and plans to cover companylosses;(viii) adopting resolutions relating to increase or reduction of the company's registered capital; (ix) adopting resolutions relating to issuance of company bonds;(x) adopting resolutions relating to assignment of share of capital contribution by a shareholder to anyone other than a shareholder of the company;(xi) adopting resolutions relating to merger, division, change of corporate form, dissolution and liquidation of the company;(xii) amending the articles of association.Article 39 Unless otherwise provided herein, the method for conducting business and voting procedure at a meeting of shareholders' committee shall be prescribed by the articles of association.Any resolution adopted by the shareholders' committee relating to the company's increase or reduction of registered capital, division, merger, dissolution or change of corporate form requires affirmative votes by shareholders representing two-thirds of the votes.Article 40 A company may amend its articles of association. Adoption of a resolution to amend the articles of association requires affirmative votes by shareholders representing two-thirds of the votes.Article 41 Shareholders shall exercise their voting rights at the meeting of shareholders' committee in proportion to their respective shares of capital contribution.Article 42 The first meeting of shareholders committee shall be called and presided over by the shareholder with the largest share of capital contribution, and shall exercise its powers in accordance herewith.Article 43 Meetings of shareholders committee are classified as either regular meetings or interim meetings.Regular meetings shall be timely held as prescribed in the articles of association. Shareholders representing one-fourth or more of the votes, or one-third of the directors or supervisors, may propose for an interim meeting.Where a limited liability company has a board of directors, a meeting of shareholders committee shall be called by the board, and presided over by the chairman of the board; where the chairman is unable to perform his duties due to any special reason, the meeting shall be presided over by the vice-chairman or another director appointed by the chairman.Article 44 In order to hold a meeting of shareholders committee, notice shall be given to all shareholders 15 days in advance.The shareholders' committee shall prepare minutes regarding the decisions on matters considered at the meeting of shareholders committee, which shall be signed by the shareholders attending the meeting.Article 45 A limited liability company shall have a board of directors, which shall be composed of not fewer than 3 but not more than 13 directors.Where a limited liability company has been established through investment by two or more state-owned enterprises, or by two or more state-owned investment entities of other kinds, there shall be representative(s) of the workers of the company on the board of directors. The representative(s) of the workers on the board shall be democratically elected by the workers of the company.The board shall have one chairman, and may have one to two vice-chairmen. The manner inwhich the chairman and vice-chairman are selected shall be prescribed by the articles of association.The chairman is the legal representative of the company.Article 46 The board of directors is accountable to the shareholders' committee, and shall exercise the following powers:(i) being responsible for calling meetings of shareholders committee and presenting reports thereto;(ii) implementing resolutions adopted by the shareholders' committee;(iii) determining the company's operational plans and investment programs;(iv) preparing annual financial budget plans and final accounting plans of the company;(v) preparing profit distribution plans and plans to cover company losses;(vi) preparing plans for increasing or reducing registered capital of the company;(vii) drafting plans for merger, division, change of corporate form or dissolution of the company; (viii) determining the structure of the company's internal management;(ix) appointing or removing the manager (general manager) (Hereinafter referred to as 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;(x) formulating the basic management scheme of the company.Article 47 The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed 3 years. A director may continue to serve his post if he is re-elected upon the expiration of his term.Prior to expiration of a director's term, the shareholders' committee may not remove him without cause.Article 48 A meeting of the board of directors shall be called and presided over by the chairman; in the event that the chairman is unable to perform his duties due to any special reason, the chairman shall appoint the vice-chairman or another director to call and preside over the meeting. One-third or more of the directors may propose for a meeting of the board.Article 49 Unless otherwise provided herein, the method for conducting business and voting procedure at the meeting of board of directors shall be prescribed by the articles of association. In order to hold a board meeting, notice shall be given to all directors 10 days in advance.The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors attending the meeting.Article 50 A limited liability company shall have a general manager, to be appointed or removed by the board of directors. The general manager is accountable to the board and shall exercise the following powers:(i) being in charge of the management of the company's production and operation, and organizing the implementation of board resolutions;(ii) organizing the implementation of annual operating plans and investment programs of the company;(iii) preparing the plan for the structure of the company's internal management;(iv) preparing the basic management scheme of the company;(v) formulating detailed company rules;(vi) recommending the appointment or removal of a deputy general manager and the officer incharge of finance;(vii) appointing and removing officers of the company other than those to be appointed or removed by the board;(viii) other powers prescribed by the articles of association or delegated by the board.The general manager shall be present at board meetings.Article 51 A small-scaled limited liability company with only a few shareholders may have an executive director without establishing a board of directors. The executive director may serve concurrently as the general manager of the company.The powers of the executive director shall be prescribed in the articles of association by reference to the provisions of Article 46 hereof.Absent a board of directors, the executive director of a limited liability company shall be the legal representative thereof.Article 52 A large-scaled limited liability company shall have a board of supervisors, which shall be composed of not fewer than 3 members. The board of supervisors shall elect one of its members as the person responsible for calling meetings.The board of supervisors shall be composed of shareholders' representative(s) and representative(s) of the workers' of the company at an appropriate ratio to be specifically prescribed in the articles of association. The workers' representative(s) on the board of supervisors shall be democratically elected by the workers of the company.A small-scaled limited liability company with only a few shareholders may have one or two supervisors.A director, the general manager and the officer in charge of finance may not serve concurrently as a supervisor.Article 53 Each term of a supervisor shall be 3 years, and a supervisor may continue to serve his post upon expiration of his term if he is re-elected.Article 54 The board of supervisors or the supervisor, as the case may be, shall exercise the following authorities:(i) reviewing the financial affairs of the company;(ii) monitoring the acts of the directors or the general manager to guard against violation of national statutes, administrative regulations or the articles of association in the course of performance of their duties;(iii) requiring the directors or the general manager to make rectification when any act thereof causes harm to company interests;(iv) proposing for interim meetings of shareholders' committee;(v) other authorities prescribed by the articles of association.The supervisors shall be present at board meetings.Article 55 When a company considers and decides upon matters which affect the personal interests of its workers, such as their wages, benefits, production safety and labor protection, or labor insurance, it shall first hear the opinions of the labor union and the workers of the company, and invite representatives of the labor union or the workers to be present at related meetings. Article 56 When a company considers and decides upon major matters relating to its production and operation, or formulates important rules and standards, it shall hear the opinions and suggestions of the labor union and the workers.Article 57 A person in any of the following categories may not serve as a director, supervisor, or。
