公司法(中英对照版)

【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property.As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue thecompany business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this 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。

公司法英文对照（1）-; TABLE OF CONTENTS; 第一章：总则Chapter One：General Provisions; 第二章：有限责任公司的设立和组织机构Chapter Two：Establishment and Organs of Limited Liability Company; 第一节：设立Section One Establishment; 第二节：组织机构Section Two Organs; 第三节：国有独资公司Section Three. Wholly State-owned Company; 第三章：股份有限公司的设立和组织机构Chapter Three：Establishment and Organs of Joint Stock Limited Company; 第一节：设立Section One. Establishment; 第二节：股东大会Section Two. Shareholders’ general committee; 第三节：董事会、经理Section Three. Board Of Directors And General Manager; 第四节：监事会Section Four. Board Of Supervisors; 第四章：股份有限公司的股份发行和转让Chapter Four：Issue and Transfer of Shares of Joint Stock Limited Company; 第一节：股份发行Section One. Issue Of Shares; 第二节：股份转让Section Two. Transfer Of Shares; 第三节：上市公司Section Three. Listed Company; 第五章：公司债券Chapter Five：Company Bonds; 第六章：公司财务、会计Chapter Six：Financial and Accounting Affairs of Company; 第七章：公司合并、分立Chapter Seven：Merger and Division of Company; 第八章：公司破产、解散和清算Chapter Eight：Bankruptcy，Dissolution and Liquidation of Company; 第九章：外国公司的分支机构Chapter Nine：Branch of Foreign Company; 第十章：法律责任Chapter Ten：Legal Liabilities; 第十一章：附则Chapter Eleven：Supplementary Provisions; 第一章：总则Chapter One：General Provisions; 第一条：为了适应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济的发展，根据宪法，制定本法。

公司法英文对照（3）-; Article 129 The capital of a joint stock limited company shall be divided into shares，and all the shares shall be of equal value.; 公司的股份采取股票的形式。

股票是公司签发的证明股东所持股份的凭证。

; Shares of the company are represented by share certificates. A share certificate is a certificate issued by the company certifying the share held by a shareholder.; 第一百三十条：股份的发行，实行公开、公平、公正的原则，必须同股同权，同股同利。

; Article 130 When shares are issued，the principles of openness，fairness，and equity shall be followed，and each share in the same class must have the same rights and receive the same interests.; 同次发行的股票，每股的发行条件和价格应当相同。

任何单位或者个人所认购的股份，每股应当支付相同价额。

; For shares issued at the same time，each share shall be issued on the same conditions and at the same price. All entities or individuals subscribing for shares shall pay the same price for each share.; 第一百三十一条：股票发行价格可以按票面金额，也可以超过票面金额，但不得低于票面金额。

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

VOCABULARY OF CORPORATION LAW IN ENGLISH公司corporation; company合伙partnership合股公司joint-stock company特许公司chartered corporation注册公司registered corporation法定公司statutory corporation无限公司unlimited corporation有限责任公司limited corporation; company with limitedliability股份有限公司company limited by shares母公司parent corporation子公司subsidiaries总公司Headquarter; Main Branch分公司branch国有独资公司wholly state-owned company上市公司quoted corporation; listed company公司集团groups of companies保证公司limited by guarantee慈善公司charitable corporation控股公司holding corporation; holding company公开公司publicly held corporation闭锁公司closely held corporation公公司pub1ic company私公司private company一人公司one-person company一人有限责任公司one-person company with limited liability夕卜国公司的分支机构branches of foreign company公司设立incorporation组织机构organizational structure股权转让equity transfer股份发行issue of shares股份转让transfer of shares股东大会shareholders general assembly公司债券corporate bonds财务financial affairs会计accounting公司合并merger of companies公司分立division of companies增资increase of capital减资reduction of capital公司解散和清算dissolution and liquidation of company企业法人an enterprise legal person名称name住所domicile注册资本registered capital实收资本actually received capital换发营业执照renew business license符合法律规定的条件meet the conditions provided for bylaw债权the rights of credit债务the debts主要办事机构main administrative organization 对有约束力have binding force on法人资格the status of a legal person 公司治理corporationgovernance 公司人格corporation personality 契约contract公司法人格否认Disregard of Corporate Personality 刺破公司面纱Piercing the Corporate Veil58. 揭开公司面纱Lifting the veil of the Corporation59. 普通合伙general partnership 60. 有限合伙Limited partnerships61. 合伙人partner62. 有限责任limited liability63. 公司章程articles of association64. 注册证书certificate of incorporation articles incorporation65. 发起人的受托义务promoter ' s fiduciary obligation66. 认购协议subscription agreement67. 既成事实公司de facto corporation68. 法律上的公司de jure corporation69. 公司设立瑕疵defective incorporation70. 受托人义务fiduciary obligation71. 结论性证据conclusive evidence72. 股份share73. 股息dividends74. 关联第三方connected third parties75. 出资（投资）invest76. 股东shareholder77. 小股东minority shareholder78. 单个股东individual shareholder79. 消极股东passive shareholder80. 积极股东active shareholder81. 逆向合并reverse merger82. 正向合并forward merger83. 股权收购share acquisition84. 收购公司acquiring company85. （收购）1目标公司target company86. 资产收购asset acquisition87. 公司责任liability of corporation88. 公司结构（组织）corporation structure89. 董事director90. 高级职员officer91. 股东权powers of shareholder92. 选任elect93. 解任remove94. 年会（常会）annual meeting95. 兼并merger96. 解散dissolution97. 自愿解散voluntary dissolution98. 强制解散involuntary dissolution99. 法院解散judicial dissolution100. 清算liquidation101. 董事会board of directors102. 经理manager103. 监事会board of supervisors cumulative voting rightholdover director removal of director directors 'meeting110. 法定人数quorum111. 少数lower number112. 绝对多数super majority113. 自己表决present at vote114. 多数higher number115. 委员会committee116. 细则bylaw117. 董事长president; the chairman of the board of directors1.2.3.4.5.6.7.8.9.10.11.12.13.14.15.16.17.18.19.20.21.22.23.24.25.26.27.28.29.30.31.32.33.34.35.36.37.38.39.40.41.42.43.44.45.46.47.48.49.50.51.52.53.54.55.56.57.of104. 累计投票权105. 任期term106. 董事的延期107. 董事的解除108. 董事会会议109. 公告notice执行董事the executive director公司秘书secretary股东诉讼shareholders ' action股东的信息获取权shareholders ' informational right股东的帐簿与记录检查权s hareholders ' inspection of booksand records公司融资corporation finance 财务报告financial report 损益表income statement 资产负债表balance sheet 年度报告annualreport 季度报告quarterly report 掺水股票watered stock 许可authorization 发起人promoter 营业执照trade charter; business license 经营范围business scope 优先购买权pre-emptive right 库藏股treasury shares 受托责任fiduciary duty 有价证券security 权益证券equity security 债务证券debt security 债券bond 普通股common stock 优先股preferred stock 资本capital 授权且己发行资本authorized and issued capital 授权资本（名义资本）authorized capital; nominal capital己发行资本issued capital 已缴资本paid —up capital 待缴资本uncalled capital 催缴股本called-up capital 保留资本reserve capital 股权资本equity capital 借贷资本loan capital 声明股本stated capital 票面价值par value,缩写为PV 无票面价值no par value 缩写NPV 法定资本制legal capital system 授权资本制system authorized Capital 转投资reinvestment 资本确定原贝U prinzipdes festen grund capitals; doctrine of capital determination 资本维持原贝U doctrine of capital maintenance 资本不变原贝U Prinzipder Bestandingkedes Grund kapitals; doctrine of unchanging capital 重组re-classified 股票再分割sub-divide 注销cancel 未发行的股份Unissued capital stock 注册资本the registered capital 分酉己distribution 公司登记官the Registrar 合并股份consolidate 分割股份divide 库存股treasure stock减资决议 a resolution for reducing share capital红利股bonus shares雇员持股制度an employees ' share system 设立报告incorporators ' report176. 资本不足inadequate capitalization177. 最低资本额制度grundsatz des mindestgrund kapitals 178. 商业登记官the commercial Register179. 授权资本额the amount of the authorized capital180. 仓U立主义konstruktionsprinzip 、Incorporation181. 净资产net assets; net worth182. 资本盈余capital surplus183. 缴付盈余paid-in surplus184. 减资盈余reduction surplus185. 泡沫法案the bubble act186. 合股公司法The joint-stock companies Act187. 泡沫废止法The Bubble Act Repeal Act188. 代理理论Principal-agent Theory189. 契约的集合nexus of contracts190. 越权行为ultra vires act191. 特许公司中chartered corporation192. 优先债权人senior creditor193. 次位债权subordinated creditor194. 公司治理corporate governance195. 股东之公平对待the equitable treatment of shareholders 196. 股东之权利the rights of shareholders197. 信息揭露及透明性disclosure and transparency198. 董事会的责任the responsibilities of the board199. 股权代理人proxy200. 董事与公司间之交易self-dealing201. 动机不纯之公司行为corporate action with mixed motives202. 挪用公司或股东财产the taking of corporate or shareholder property203. 代表诉讼derivative suit204. 少数股东权derivative action205. 董事义务与责任shareholder' right and liability206. 买回repurchase207. 交叉持股cross ownership208. 重整corporate reorganization209. 股东会shareholder meeting210. 董事会board of directors211. 独立董事Independent Director212. 内部董事inside director213. 公司经理人officeroutside supervisor executive committee audit committee remuneration committee218. 提名委员会nominating committee219. 经营判断原则The Business Judgment Rule220. 关系人交易conflict of interest221. 股份收买请求权appraisal right222. 资本不足under capitalization223. 未遵守公司形式failure to follow corporate formalities224. 公司财务报表、功能、或人员之重叠overlap of corporate records, function or personnel225. 资产混淆commingling of assets226. 股东之支配能力shareholder domination227. 不实陈述misrepresentation228. 诈欺fraud229. 具有支配权之股东dominant shareholder230. 公司机会corporate opportunity231. 无表决权股non-voting share232. 多数表决权股multiple-voting share233. 表决权信托voting trust234. 认股选择权制度stock option118. 119. 120. 121. 122.123. 124. 125. 126. 127. 128. 129. 130. 131. 132. 133. 134. 135. 136. 137. 138. 139. 140. 141. 142. 143. 144. 145. 146. 147. 148. 149. 150. 151. 152. 153. 154. 155. 156.157. 158. 159.160. 161.162. 163. 164. 165. 166. 167. 168. 169. 170. 171. 172. 173. 174. 175. 214. 外部监察人215. 执行委员会216. 监察委员会217. 报酬委员会235. 新股认购权warrant236. 章程（组织）［英［memorandum of association; articles of association］美［articles; bylaws237. 公司分割corporate division238. 资本收益capital gain239. 公司分立spin-off、split-off 及split-up240. 模范公司法model business corporation act241. 注意义务duty of care242. 了解公司业务之义务duty to become informed243. 询问义务duty of inquiry244. 了解后为决定之义务duty of informed judgment245. 监督义务duty of attention246. 忠诚义务duty of loyalty247. 与公司为合理交易之义务duty of fair dealing248. 公司债debenture249. 公司债所有者bondholder250. 营业执照business license251. 承担连带责任assume joint and several liability252. 企业改制structural reform253. 劳动保护occupational protection254. 职业教育和岗位培训vocational education and on-the-job training255. 非货币财产non-currency property256. 按期足额on schedule and in full257. 验资证明capital verification certificates258. 出资证明书investment certificates259. 关联关系affiliated relations260. 资本公积金capital surplus fund261. 法定公积金statutory surplus fund262. 任意公积金discretionary surplus fund263. 记名股票registered shares264. 无记名股票bearer shares265. 招股说明书prospectus266. 认股书subscription form267. 国有资产监督管理机构State-owned assets regulatory institution 268. 抽逃出资secretly withdraw capital contributions269. 经营方针operational policy20. 重整人（公司§ 8.2）reorganization21. 股款（公司§ 9.1）the share prices （or the capital stock）22. 连带（公司§ 9.2）jointly and severally 23. 检察机关（公司§ 9.3）procuratorate24. 依职权（公司§ 10.1）ex officio25. 解散（公司§ 10.1）dissolution26. 已发行股份（公司§ 11.2）outstanding shares13.1）limited liabilityvoting rights13.3）capitalization of legal reserves30. 保证人（公司§ 16.1）guarantor31. 废止（公司§ 17.2）rescission32. 亏损拨补（公司§ 20.1）surplus earnings distribution33. 报酬（公司§20.3）remuneration34. 妨碍、拒绝或规避（公司§ 21.1）impede, refuse or evade23.1）good administratorconsolidation or merger27.4）bona fide third party.articles of incorporation）director.3）the board of directors41. 诈欺（公司§ 30.1.2）fraud42. 背信（公司§ 30.1.2）breach of trust43. 侵占（公司§ 30.1.2）misappropriation44. 依照（公司§ 32.1）pursuant to45. 债权（公司§ 44.1）monetary claim46. 债权）到期（公司§ 44.1）upon maturity47. 请求报酬（公司§ 49.1）Clairemuneration48. 代垫之款项（公司§ 50.1）advance money49. 提供相当之担保（公司§ 50.1）furnish appropriate security50. 关于（公司§ 57.1）pertaining to51. 分派盈余（公司§ 63.1）Make distribution of surplus profit52. 抵销（公司§ 64.1）set off53. 对于（公司§ 64.1）vis-a-vis54. 退股（公司§65.1）withdrawal of share capital55. 重大事由（公司§ 65.2）significant cause56. 除名（公司§ 66.）.Expulsion57. 强制执行（公司§ 66.1.6 ）Compulsory execution58. 妨害公司之利益（公司§ 67.1.3）detrimental to the interest1. 法人（公司§ 1.1）Juristic person2. 股东（公司§2.1.1）Shareholders3. 有限公司（公司§ 2.1.2）Limited Company4. 有限责任（公司§ 2.1.3）Limited liability5. 股份有限公司（公司§ 2.1.3）Company Limited byShares6. 公司所在地（公司§ 3.1.）The domicile of a company7. 本公司（公司§3.2）Head office8. 分公司（公司§3.2）Branch office9. 营利（公司§ 4.1）Profit making10. 营业（公司§ 4.1）transact business11. 主管机关（公司§ 5.1）Competent authority12. 成立（公司§ 6.1）incorporated13. 登记之资本额（公司§ 7.1）registered amount of capitalofthe company14. 公司负责人（公司§ 8.1）responsible persons15. 经理人（公司§8.2）managerial officer16. 清算人（公司§8.2）liquidator17. 发起人（公司§8.2）promoter18. 监察人（公司§8.2）supervisor19. 检查人（公司§8.2）inspectorof the company59. 退股之股东（公司§ 69.1）retiring shareholder 60. 出资（公司§ 70.2）capital contribution61. 解散（公司§ 71.1）dissolve62. 解散事由（公司§ 71.1.1）the conditions for dissolution63. 资产负债表（公司§ 73.1）a balance sheet64. 财产目录（公司§ 73.1）inventory of property65. 债权人（公司§ 73.2）Creditor of the company66. 变更（公司§ 76.1）reincorporate67. 利害关系人（公司§ 81.1）concerned party68. 过半数之同意（公司§ 82.1）majority vote69. 就任（公司§ 83.1）Assume office70. 分派盈余或亏损（公司§ 84.1.3）To allocate surplus or loss71. 分派剩余财产（公司§84.1.4）To allocate the residual assets72. 诉讼行为（公司§ 84.2）litigation matters73. 代表权（公司§ 86.1）the power of representation74. 公告（公司§ 88.1）public announcement75. 清偿其债务（公司§ 89.1）satisfy its liabilities76. 宣告破产（公司§ 89.1）declaration of bankruptcy77. 清算完结（公司§ 92.1）winding up78. 结算表册（公司§ 92.1）final statement79. 账簿（公司§ 94.1）account books80. 怠忽（公司§ 95.1）lack of care27. 有限责任股东（公司§28. 表决权（公司§13.2）35. 善良管理人（公司§36. 合并（公司§24.1）37. 善意第三人（公司§38. 章程（公司§29.1）81. 故意（公司§ 95.1）intentional82. 重大过失（公司§ 95.1）gross negligence83. 赔偿（公司§ 95.1）make good84. 解散登记（公司§ 96.1）filing articles of dissolution85. 分期缴款（公司§ 100.1）paid in installments86. 资本总额（公司§ 101.1.4）The aggregate of capital stock87. 股东名簿（公司§ 103.1）shareholders roster88. 增资（公司§106.1）Increase of the amount of capital stock89. 董事长（公司§ 108.1）chairman of directors90. 监察权（公司§ 109.1）power of audit91. 每股金额（公司§ 129.1.3）par value of each share certificate92. 特别股（公司§ 130.1.4）special shares93. 特别利益（公司§ 130.1.5）Special benefits94. 既得之利益（公司§ 130.2）benefits already accrued95. 募集（公司§ 132.2 ）by solicitation96. 营业计划书（公司§ 133.1.1）Business plan97. 招股章程（公司§ 133.1.3）Prospectus98. 承销者（公司§ 133.1.5）underwriters99. 约定事项（公司§ 133.1.5）covenants100. 股款之金额（公司§ 134.1）capital money101. 撤回所认股份（公司§ 137.1.4 ）rescind their subscription 102. 无记名股（公司§ 137.1.6）bearer shares103. 超过票面金额发行（公司§ 138.2 ）issued at a premium 104. 创立会（公司§ 143.1）inaugural meeting105. 补足（公司§ 147.1）make up for the deficiency106. 股息（公司§ 157.1.1）dividends107. 红利（公司§ 157.1.1）bonus108. 定额（公司§ 157.1.2）fixed amount109. 定率（公司§ 157.1.2）fixed ratio110. 表决权（公司§ 157.1.3）voting power111. 收回（公司§ 158.1）redeemable112. 股票（公司§ 161.1）Share certificate113. 变更登记（公司§ 162.1.2）alteration registration114. 发起人股票（公司§162.1.5）share certificates of promoters 115. 背书转让（公司§162.1.1.3 ）share assignment by endorsement116. 公司股份之转让（公司§163.1 ）Assignment/transfer of shares117. 转让（公司§ 163.1）effected118. 股东常会（公司§ 165.2 ）regular shareholders ‘ meeting 119. 质物（公司§ 167.1）pledge120. 破产宣告（公司§ 167.1）bankruptcy pronouncement121. 从属公司（公司§ 167.3 ）Subordinate company122. 控制公司（公司§ 167.3 ）holing company123. 认股权凭证（公司§ 167.2.1）share subscription warrant 124. 不得转让（公司§ 167.2.1）non-assignment125. 股东临时会（公司§ 170.1.2）Special meeting of shareholders126. 正当事由（公司§ 170.2 ）good cause127. 临时动议（公司§ 172.5 ）extemporary motions128. 法定人数（公司§ 175.1）quorum129. 委托书（公司§ 177.3）written proxy130. 议事录（公司§ 183.1）Minutes of the meeting131. 决议方法（公司§ 183.3 ）the method of adopting resolutions 132. 公司存续期间（公司§ 183.3）the life of the company133. 决议解散（公司§ 186.1）a resolution for dissolution134. 法定利息（公司§ 187.3 ）legal interest135. 失其效力（公司§ 188.1）lose its effect136. 法令（公司§ 188.1）ordinance 137. 诉请（公司§ 189.1）enter a petition138. 驳回请求（公司§ 189.1）dismiss petition.139. 利害关系人（公司§ 190.1）interested party140. 决议之内容（公司§ 191.1）substance of a resolution141. 提前解任（公司§ 199.1.1）discharged in advance142. 董事缺额（公司§201.1）vacancies in the board of directors 143. 常务董事（公司§ 208.1 ）managing directors144. 检察官（公司§ 208.1.1）a public prosecutor145. 临时管理人（公司§ 208.1.1）temporary manager146. 公司债存根（公司§ 210.1）counterfoil of corporate bonds 147. 证明文件（公司§ 210.2）evidentiary document（s）148. 提供相当之担保（公司§214.2）furnish an appropriate security149. 得连选连任（公司§ 217.1）be eligible for re-election150. 会计师（公司§ 219.2 ）a certified public accountant151. 兼任公司董事（公司§ 222.1 ）be concurrently a director 152. 连带债务人（公司§ 226.1）joint debtors153. 不法行为（公司§ 231.1）any unlawful conduc154. 实收资本（公司§ 232.2）paid-in capital155. 法令（公司§ 188.1）ordinance156. 诉请（公司§ 189.1）enter a petition157. 驳回请求（公司§ 189.1）dismiss petition.158. 利害关系人（公司§ 190.1）interested party159. 决议之内容（公司§ 191.1）substance of a resolution160. 设定或解除质权（公司§197.1.1）creation or cancellation of a pledge161. 提前解任（公司§ 199.1.1）discharged in advance162. 董事缺额（公司§201.1）vacancies in the board of directors 163. 以红利转作资本（公司§240.4）distributable bonus is to be capitalized164. 募集公司债（公司§246.1 ）invite subscription for corporate bonds165. 受偿（公司§ 246.1.1 ）receive indemnification166. 公司债（公司§ 246.1.1）corporate bonds167. 余额（公司§ 247.1 ）net remainder168. 公司现有全部资产（公司§ 247.1 ）all assets in hands169. 无形资产（公司§ 247.1 ）intangible assets170. 无担保公司债（公司§ 247.2）unsecured corporate bonds 171. 公司债偿还（公司§ 248.1.4）redemption of the corporate bonds172. 发行保证人（公司§ 248.1.16 ）guarantor（s）173. 可转换股份（公司§ 248.1.18 ）convertible into shares 174. 认股权（公司§ 248.1.19 ）share subscription warrants 175. 上市公司（公司§248.2）the companies listed on centralized trading floor176. 迟延支付本息（公司§ 249.1.1 ）in default of payment of principal and interest177. 税后之平均净利（公司§250.1.2）annual net profit after paying tax178. 撤销核准（公司§ 251.1）annul the approval179. 停止（募集）（公司§251.2 ）called off180. 无记名公司债券（公司§ 253.2 ）bearer corporate bonds 181. 应募书（公司§ 253.2 ）forms of subscriptions182. 公司债债权人（公司§ 255.1 ）corporate bondholders183. 抵押权（公司§ 256.1）Mortgages184. 保管（公司§ 256.2）safe-keep185. 可认购（公司§ 257.1）share subscription allowed186. 记名式之公司债券（公司§260.1 ）Registered corporate bond certificates187. 无记名式债券（公司§ 261.1）bearer bonds188. 改为记名式（公司§ 261.1）converted into registered bonds189. 显失公正者（公司§ 265.1.3 ）apparently unjust and unfair 190. 发行新股（公司§ 266.1 ）issue of new shares191. 先买权（公司§ 267.3）preemptive right192. 独立转让（公司§ 267.4）transferable independently193. 资产增值（公司§ 267.5）increments of assets194. 发行条件（公司§ 268.1.3）terms of issue195. 增资计划（公司§ 268.1.5）The capital increase plan196. 附认股权（公司§ 268.1.1 ）ancillary share subscription rights197. 具有优先权利之特别股（公司§269.1 ）special shares with preference198. 平均净利（公司§ 269.1.1）average net profit199. 支付股息（公司§ 269.1.1）pay dividends200. 健全之营业计划（公司§ 270.1.1 ）a sound business plan 201. 营利能力（公司§ 270.1.1）profit-making capability202. 不足抵偿债务（公司§270.1.2）not sufficient to meet liabilities203. 股票原定发行金额（公司§271.1）original fixed value of the shares204. 营业报告（公司§ 273.2）business report205. 以现金当场购买（公司§ 273.4）with cash on the spot206. 换发新股票（公司§ 279.1 ）replacement of old share certificates by new ones207. 暂停营业（公司§ 282.1）suspends its business208. 有停业之虞（公司§ 282.1）an apprehension of suspension of business209. 重建更生（公司§ 282.1）constructed or rehabilitated210. 法定代理人（公司§ 283.1.2）statutory representative211. 半年之资产负债表（公司§283.1.6）semi-annual balance sheet212. 勒令停业限期清理（公司§283.1.6）ordered to wind up and to liquidate213. 裁定驳回（公司§ 284.1）dismissal of the application214. 征询意见（公司§ 284.2 ）solicit the opinions215. 公司重建更生（公司§285.1.2 ）the reconstruction or rehabilitation of the company216. 公司以往业务经营之得失（公司§285.1.3）merits and demerits of the previous business operation of the company217. 怠忽或不当情形（公司§285.1.3 ）neglect or improper practices218. 重整方案（公司§ 285.1.5）reorganization proposal219. 准许（公司§ 285.1.1）render a ruling220. 公司财产之保全处分（公司§287.1.1 ）Disposal forpreservation of the company ‘ s property221. 公司业务之限制（公司§ 287.1.2 ）Restriction on the business of the company222. 公司履行债务（公司§287.1.3 ）performance of obligation of the company223. 对公司行使债权（公司§ 287.1.3）Exercise of claim against the company224. 和解（公司§ 287.1.4 ）composition225. 转让之禁止（公司§ 287.1.5）Prohibition of transfer226. 责任之查定（公司§ 287.1.6）Assessment of the liabilities 227. 重整监督人（公司§ 289.1 ）reorganizers supervisor228. 债权及股东权之申报（公司§289.1.1 ）declaring rights of creditors and shareholders229. 申报期间（公司§ 289.1.2）period for declaration230. 借款（公司§ 290.5.3 ）Contract of loans 231. 长期性契约（公司§ 290.5.4）long term contracts232. 公司权利之抛弃或让与（公司§290.5.6 ）Waiver or assignment of rights of the company233. 取回权（公司§ 290.5.7）retrieval234. 破产法（公司§ 296.2）Bankruptcy Law235. 事由终止（公司§ 297.3）extinction of the cause236. 提存（公司§ 299.3）be deposited with a court237. 表决权总额（公司§ 302.1）aggregate votes238. 权利仍存续（公司§ 306.2.1）right is to remain in existence 239. 剩余财产（公司§ 306.2.2）residual property240. 无担保重整债权人（公司§ 306.2.2）unsecured creditors in reorganizers241. 按当时公平价格（公司§ 317.1）then prevailing fair price 242. 放弃表决权（公司§ 317.1）waive his voting right243. 存续公司（公司§ 317.1.1.1）surviving company244. 换股比例（公司§ 317.2.1.2）share swap ratio245. 股份销除（公司§ 317.2.1.8）cancellation of the shares246. 催告债权人程序（公司§ 318.1）the procedure of serving follow-up notice to creditors247. 现存财产（公司§ 325.2）available assets248. 清算费用（公司§ 325.2）Liquidator expenses249. 特别清算（公司§ 336.1 ）special liquidation250. 权利之抛弃（公司§ 346.1.5 ）Relinquishment of any right 251. 公司财产保全（公司§353.1.2 ）preserve the property of the company252. 关系企业（公司§ 369-1.1 ）affiliated enterprises253. 相互投资（公司§ 369-10.1 ）mutual investment254. 申请认许（公司§371.1 ）apply for recognition255. 分公司登记（公司§ 371.2 ）branch office registration256. 公共秩序或善良风俗（公司§373.1.1 ）public order or good custom257. 代表处（公司§ 386.2 ）representative s office258. 办事处（公司§ 386.2 ）business office259. 公司之登记或认许（公司§387.1 ）applying for company registration or recognition260. 委托书（公司§ 387.1）a power of attorney。

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

LAW No. 21 of 1997 (as amended in 2004)* 伊拉克公司法(1997年第21号法案，2004年修订）In the name of God the merciful, the compassionate以慈悲且仁慈的真主的名义，The Republic of Iraq伊拉克共和国In the name of the people以人民的名义Company Law No. 21 of 1997公司法：1997年第21号Chapter I: Main Rules第一章主要规定Section One: The Aims, Bases, and Validity Scope of the Law第一节法律目标、基础及有效范围Article 1: The objectives of this law are to.第一条：制定本法旨在：1. organize companies;组织公司的管理；2. protect creditors from fraud;保护债权人不受欺诈；3. protect shareholders from conflicts of interest and related abuses by company officials, majority owners, and others with practical control over the affairs of the company; and保护股东不与公司管理人员、大多数所有者及其他对公司事务有实际控制权的人员发生利益冲突，且防止其滥用职权；4. promote the provision of full information to owners in connection with decisions affecting their investment and their company.”促进向所有者提供影响其投资和公司决策的全面信息。

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

英译汉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 set 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。

5.A limited liability company established according to this Law shall include the words of "limited liability company" or "limited company" in its name. 依照本法设立的有限责任公司，必须在公司名称中标明有限责任公司或者有限公司字样。

6.If a company intends to provide guaranty to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly. 公司为公司股东或者实际控制人提供担保的，必须经股东会或者股东大会决议。