THECOMPANIESACT公司法(CHAPTER50)50章章章

中华人民共和国公司法Company Law of the People’s Republic of China（2014年3月1日起实施）(1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议通过《关于修改<中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正于2014年3月1日起实施)(Adopted at the 5th Session of the Standing Committee of the 8th National People’s Congress on December 29, 1993。

Revised for the first time on December 25， 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised at the 18th Session of the 10th National People's Congre ss of the People’s Republic of China on October 27, 2005. Revised for the third time on December 28， 2012 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People’s Republic of China at the 6th Se ssion of the Standing Committee of the 12th National People’s Congress. It is now promulgated and shall come into effect28, 2013目录Contents第一章总则Chapter I: General Provisions第二章有限责任公司的设立和组织机构Chapter II： Establishment and Organizational Structure of Limited Liability Companies 第一节设立Section 1： Establishment第二节组织机构Section 2: Organizational Structure第三节一人有限责任公司的特别规定Section 3: Special Provisions on One—person Limited Liability Companies第四节国有独资公司的特别规定Section 4: Special Provisions on Wholly State—owned CompaniesChapter III： Transfer of Equity Interests in Limited Liability Companies第四章股份有限公司的设立和组织机构Chapter IV: Establishment and Organizational Structure of Companies Limited By Shares 第一节设立Section 1: Establishment第二节股东大会Section 2: General Meeting第三节董事会、经理Section 3: Board of Directors and Manager第四节监事会Section 4: Board of Supervisors第五节上市公司组织机构的特别规定Section 5: Special Provisions on the Organizational Structure of Listed Companies 第五章股份有限公司的股份发行和转让Chapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of Shares第二节股份转让Section 2： Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of Companies第七章公司债券Chapter VII： Corporate Bonds第八章公司财务、会计Chapter VIII: Financial Affairs and Accounting of Companies第九章公司合并、分立、增资、减资Chapter Ix： Merger and Division, Increase and Reduction of Capital of Companies第十章公司解散和清算Chapter X: Dissolution and Liquidation of Companies第十一章外国公司的分支机构Chapter XI: Branches of Foreign CompaniesChapter XII: Legal Liability第十三章附则Chapter XIII： Supplementary Provisions第一章总则Chapter I: General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法.Article 1：The Company Law of the People’s Republic of China (hereinafter referred to a s the ”Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies，shareholders and creditors， safeguard the social and economic order and promote the development of the socialist market economy。

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

【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property.As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue thecompany business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the location of its principal office as its domicile.Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's scope of business shall be defined in its articles of association and shall be registered according to law. The company may change its scope of business by modifying its articles of association, but shall go through the modification registration. If the company’s scope of business coversany item subject to approval according to laws or administrative regulations, the approval shall be obtained beforehand.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, executive director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the modification registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise legal person, and its civil liabilities shall be born by the company.The company may set up subsidiaries which enjoy the status of an enterprise legal person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meeting of the board of directors or shareholders’s meeting or shareholders' assembly. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intendsto provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' assembly.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of its employees, conclude employment contracts with the employees, buy social insurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve their professional quality.Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, operation safety and sanitation and other matters.According to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of legal person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of legal person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the holding shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of itsconnection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' meeting, shareholders’s assembly or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' meeting or shareholders’s assembly or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.Where a company has, in light of the resolution of the shareholders' meeting, shareholders’s assembly or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for cancelling the modification registration.Chapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationArticle 23 The incorporation of a limited liability company shall satisfy the following conditions:(1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organization complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and time of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company.Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed for by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-currency properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-currency properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the valueassessment, such law or administrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-currency properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a legally established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a legally established capital verification institution, the representative designated by all the shareholders or the agent authorized by all the shareholders shall apply for incorporation registration with a company registration application, the articles of association, capital verification report and other documents to the company registration authority.Article 31 After the incorporation of a limited liability company, if the actual value of the capital contributions in non-currency properties is found to be apparently lower than that provided for in the articlesof association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the incorporation of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of incorporation of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate.The shareholders recorded in the register of shareholders may, in light of the register of shareholders,claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registration particulars is changed, it shall apply for modification registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration particulars, stand up to any third party.Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholders may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the capital contributions they have already made, unless all shareholders agree that they will not contribute to theincreased amount of capital on the basis of the percentages of the capital contributions they have already made.Article 36 After the incorporation of a company, no shareholder may illegally take away the contribution capital.Section 2 Organization StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association.Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.Article 39 The shareholders' meeting shall be convened and presided over by the shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meeting shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders'meeting shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meeting shall be convened and presided over by the executive director.If the board of directors or the executive director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise contracted by all the shareholders. A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records.Article 43 The shareholders shall exercise their voting rights at the shareholders' meeting on the basis of their respective percentage of the capital contributions, unless it is otherwise prescribed by the articles of association.Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made ata shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, division, dissolution or change of the company type shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the assembly of the representatives of employees, the assembly of employees of the company or or by any other means. The board of directors shall have one board chairman and may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in the articles of association.Article 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their terms of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.。

中华人民共和国公司法Company Law of the People's Republic of China颁布机关:全国人民代表大会常务委员会Promulgating Institution:Standing Committee of the National People's Congress文号:中华人民共和国主席令第八号Document Number:Order No.8of the President of the People's Republic of China颁布时间: Promulgating Date:12/28/2013 12/28/2013实施时间: Effective Date:03/01/2014 03/01/2014效力状态: Validity Status:有效Valid（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过1999年12月25日第九届全国人民代表大会常务委员会第十三次会议第一次修正2004年8月28日第十届全国人民代表大会常务委员会第十一次会议第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订2013年12月28日第十二届全国人民代表大会常务委员会第六次会议修订自2014年3月1日起施行）目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构第十二章法律责任第十三章附则第一章总则(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress onDecember29,1993;Amended for the first time at the13th Session of the Standing Committee of the Ninth National People's Congress on December25,1999;Amended for the second time at the11th Session of the Standing Committee of the Tenth National People's Congress on August28,2004;Revised at the18th Session of the Standing Committee of the Tenth National People's Congress on October27, 2005;and Revised at the6th Session of the Standing Committee of the Twelfth National People's Congress on December28,2013and shall take effect on March1,2014)Table of ContentsChapter1:General ProvisionsChapter2:Establishment and Organizational Structure of a Limited Liability CompanySection1:EstablishmentSection2:Organizational StructureSection3:Special Provisions on One-Person Limited Liability CompaniesSection4:Special Provisions on Wholly State-Owned CompaniesChapter3:Equity Transfer of a Limited Liability CompanyChapter4:Establishment and Organizational Structure of a Company Limited by SharesSection1:EstablishmentSection2:General MeetingSection3:Board of Directors;ManagersSection4:Board of SupervisorsSection5:Special Provisions on the Organizational Structure of a Listed CompanyChapter5:Issuance and Transfer of Shares of a Company Limited by SharesSection1:Issuance of SharesSection2:Transfer of SharesChapter6:Qualifications and Obligations of the Directors,Supervisors,and Senior Management Personnel of a CompanyChapter7:Corporate BondsChapter8:Finance and Accounting of a CompanyChapter9:Merger,Division or Capital Increase or Reduction of a CompanyChapter10:Dissolution and Liquidation of a CompanyChapter11:Branches of a Foreign CompanyChapter12:Legal LiabilitiesChapter13:Supplementary ProvisionsChapter1:General Provisions第一条为了规范公司的组织和行为,保护公司、股东和债权人的合法权益,维护社会经济秩序,促进社会主义市场经济的发展,制定本法。

英国公司法（CompanyLaw）第一章注册公司的法律特征作者：明月孤岑文章来源：竹月斋发表于2006年10月12日阅读1685人次推荐级别：☆Company Law: Fundamental Principles, （2nd ed.） Stephen Griffin LLB, PITMAN Publishing, 1996THE LEGAL CHARACTERISTICS OF A REGISTERED COMPANY本章主要讲述了注册公司的基本法律特征及其发展的历史。

公司在一定意义上可以被看作是一个虚构的实体，它只不过是其管理者和员工按照团体模式经营的一种方式或手段。

依照大陆法系的分类，这种观点似乎可以被看作是法人拟制说。

但是在法律上，按照公司法的规定注册的公司，这种虚构的本质在这种程度上被忽视了，从公司成立之日起，它就是一个公司实体。

正因为如此，注册公司是一个独立的法律主体，它像一个自然人那样享有权利和承担义务。

这是公司的第一个重要的特征。

除此之外，大量的公司都具有有限责任的特点。

公司的有限责任分为股份的有限和保证的有限。

（除有特别说明，本书将主要讲股份的有限。

）有限责任是指公司股东一旦（以股票的名义价值）完全出资认购了所持有的股份，他就不再对公司的债务承担任何责任。

公司的成立导致了公司和其股东地位的分离。

因此，公司的存在不再依赖于其成员的存在于否。

成立这样一个公司最大的好处是股东的有限责任，但最大的缺点是商业隐私的缺失。

与合伙不同，注册公司必须满足许多关于披露信息的要求。

公司的概念产生于19世纪中期，但在此之前，就已存在现代公司的前身。

首先产生的是特许公司。

从17世纪起，随着世界船舶贸易的发展，特许的股份公司产生了。

股份公司是一个通过王室特许产生的，有着复杂形式的合伙企业。

特许状通常授予其在特定贸易中的垄断权。

这种公司虽然也具有独立的法律身份，但是除非特许状有特殊规定，这种企业的成员没有任何形式的有限责任。

Article 1This Law is enacted in order to standardize the organization and behavior of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2For the purposes of this Law, the term company refers to a company with limited liability or a company limited by shares incorporated within the territory of the People’s Republic of China in accordance with this Law.Article 3 A company is an enterprise legal person, which has independent property of a legal person and enjoys the property rights of a legal person. The company shall be liable for its debts to the extent of its entire property.Shareholders of a company with limited liability shall assume liability towards the company to the extent of the capital contributions subscribed respectively by them; and the shareholders of a company limited by shares shall assume liability towards the company to the extent of the shares subscribed respectively by them.Article 4The shareholders of a company shall, in accordance with law, enjoy such rights as benefiting from the assets of the company, participation in making major decisions and selection of managerial personnel.Article 5In its operational activities, a company shall abide by laws and administrative regulations, observe social morals and commercial ethics, persist in honesty and good faith, accept supervision by the government and the public, and assume social responsibility.The legitimate rights and interests of companies shall be protected by law, and shall be inviolable.Article 6Where an entity intends to incorporate a company, it shall, in accordance with law, apply to a company registration authority for registration of such incorporation. Where the conditions for incorporation provided for by this Law are met, the company registration authority shall have the company registered as a company with limited liability or a company limited by shares; and where the said conditions are not met, the company shall not be registered as one with limited liability or as one limited by shares.Where laws or administrative regulations provide that approval is required for incorporation of a company, the procedures of approval shall be completed according to law prior to registration of the company.The public may apply to the company registration authority for inquiry about the items registered by a company, and the authority shall provide services for such inquiry.Article 7The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.Article 8 A company with limited liability incorporated according to this Law shall have the words “company with limited liability” or “limited company” indicated in its name.A company limited by shares incorporated according to this Law shall have the words “company limited by shares” or “company by shares” indicated in its name.Article 9Where a company with limited liability is to be changed into a company limited by shares, it shall meet the conditions of a company limited by shares provided for by this Law. Where a company limited by shares is to be changed into a company with limited liability, it shall meet the conditions of a company with limited liability provided for by this Law.Where a company with limited liability is changed into a company limited by shares, or a company limited by shares is changed into a company with limited liability, the rights of credit and the debts of the company prior to the change shall be inherited by the company after the change.Article 10The domicile of a company shall be the place where its main administrative organization is located.Article 11Articles of association shall be formulated according to law when a company is incorporated. The articles of association of a company shall have binding force on the company, its shareholders, directors, supervisors and senior managers.Article 12The business scope of a company shall be defined in the company’s articles of association, and shall be registered according to law. A company may revise its articles of association and alter its scope of business, but shall have such revision and alteration registered.The items within the scope of business of a company that are subject to approval as provided for by laws and administrative regulations shall be submitted for approval according to law.Article 13The chairman of the board of directors, the executive director or the manager shall, in accordance with the provisions of a company’s articles of association, serve as the legal representative of the company, which shall be registered according to law. Where the legal representative of a company is replaced, the company shall have such replacement registered.Article 14 A company may establish branches. Where a company intends to establish a branch, it shall apply for registration to the company registration authority, in order to obtain a business license for the branch. However, such a branch shall not possess the status of a legal person, and its civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of legal persons, and shall independently bear civil liabilities according to law.Article 15 A company may invest in other enterprises; however, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, except where otherwise provided for by law.Article 16Where a company intends to invest in another enterprise or provide guarantee for another entity, the matter sh all, in accordance with the provisions of the company’s articles of association, be subject to a resolution adopted by the board of directors or the shareholders assembly or the shareholders general assembly; and where norms for the gross amount of investments or guarantees and for the amount of a single investment or guarantee are specified in the company’s articles of association, such norms shall not be exceeded.Where a company intends to provide a guarantee for its shareholder or its actual controller, the matter shall be subject to a resolution adopted by its shareholders assembly or shareholders general assembly.The shareholder specified in the preceding paragraph or the shareholder dominated by theactual controller specified in the preceding paragraph shall not participate in the vote on the matter specified in the preceding paragraph. The resolution on such matter shall be adopted if it is voted for by other shareholders present at the meeting who hold more than half of the voting rights.Article 17Companies shall protect the lawful rights and interests of their staff and workers, sign labor contracts with them according to law, participate in social insurance, and improve occupational protection so as to achieve safety in production.Companies shall, in various forms, improve vocational education and on-the-job training among their staff and workers so as to enhance their quality.Article 18The staff and workers of a company shall, in accordance with the Trade Union Law of the Peopl e’s Republic of China, organize a trade union to carry out trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide the trade union of the company with the conditions necessary for carrying out its activities. The trade union of a company shall represent the staff and workers to sign with the company collective contracts on such items as the payment for work done, working hours, welfare and insurance benefits as well as occupational safety and health of the staff and workers according to law.Companies shall, through the conference of the representatives of the staff and workers or other forms, carry out democratic management in accordance with the provisions of the Constitution and relevant laws.When a company discusses to make decisions on structural reform or on major issues in business operation, or formulate important rules and regulations, it shall listen to the opinions of the trade union, and shall listen to the opinions and proposals of the staff and workers through the conference of the representatives of staff and workers or other forms.Article 19In companies, Communist Party organizations shall, in accordance with the provisions of the Constitution of the Communist Party of China, be set up to carry out activities of the Party. Companies shall provide the necessary conditions for the Party organizations to carry out their activities.Article 20The shareholder of a company shall observe laws, administrative regulations and the company’s articles of association, exercise the rights of a shareholder according to law, and shall not abuse his rights to damage the interests of the company or other shareholders; and he shall not abuse the independent status of the company as a legal person or the limited liability of shareholders to damage the interests of the creditors of the company.Where the shareholder of a company abuses the rights of shareholders and thus causes losses to the company or other shareholders, he shall be liable for compensation according to law.Where the shareholder of a company abuses the independent status of the company as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the company, he shall assume joint and several liability for the debts of the company.Article 21Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a company shall not take advantage of their affiliated relations to damage the interests of the company.A person who, in violation of the provisions of the preceding paragraph, causes losses to acompany shall be liable for compensation.Article 22The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a company, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the articles of association of a company, or the content of the resolution adopted is against the company’s articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the company, demand the shareholders to provide appropriate guarantee.Where a company has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the company shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited Liability Section 1IncorporationArticle 23The following conditions shall be met for the incorporation of a company with limited liability:(1) The number of shareholders conforms to the statutory number;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association;(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and(5) The company has its own domicile.Article 24 A company with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25The articles of association of a company with limited liability shall specify the following items:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders;(6) the bodies of the company, and the measures for their establishment, their functions and powers, as well as the rules of procedure;(7) the legal representative of the company; and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals t o the company’s articles of association.Article 26The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the articles of association of a company. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the company with limited liability; and where a shareholder makes capital contributions with non-corrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the company of his portion of the capital contributions in full, he shall be liable for breach of contract towards the shareholders who have, on schedule and in full, made their capital contributions.Article 29After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.Article 30After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.Article 31Where after the incorporation of a company with limited liability, it is discovered that the actual amount of the value of the non-currency property used as capital contributions for the incorporation of the company is obviously less than the amount of thevalue prescribed in the company’s articles of association, the shareholders that made such contributions shall make up the difference; and the others who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article 32After a company with limited liability is incorporated, it shall issue investment certificates to its shareholders.In an investment certificate the following items shall be specified:(1) the name of the company;(2) the date on which the company is incorporated;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of capital contributions; and(5) the serial number of the investment certificate and the date of its verification an d issue.An investment certificate shall bear the seal of the company.Article 33 A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:(1) the names or titles and domiciles of the shareholders;(2) the amounts of the capital contributions made by the shareholders; and(3) the serial numbers of their investment certificates.The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.Article 34 A shareholder shall have the right to consult and duplicate the company’s articles of association, the minutes of the meeting of the shareholders assembly, the resolutions of the board of directors, the resolutions of the board of supervisors, and the financial and accounting reports of the company.A shareholder may request to consult the accounting books of the company. To do that, the shareholder shall submit a written request to the company and explain his purposes. Where the company deems, on reasonable grounds, that it is for illegitimate purposes that the shareholder requests to consult its accounting books, which may damage the lawful interests of the company, the company may refuse to provide its accounting books for the shareholder to consult, and shall, within 15 days from the date the shareholder submits the written request, give a written reply to the shareholder and state its reasons. Where the company refuses to provide its accounting books, the shareholder may request the people’s court to demand the company to provide such books.Article 35Shareholders shall draw dividends in proportion to the capital contributions they made; and when a company increases its capital, its shareholders shall have the right of first refusal to make their subscriptions in proportion to the capital contributions they made, except where all the shareholders have agreed to draw the dividends not in proportion to their capital contributions or to do without the right of first refusal in proportion to their capital contributions when making subscriptions.Article 36Once a company is incorporated, its shareholders shall not secretly withdraw their capital contributions.Section 2Organizational StructureArticle 37The shareholders assembly of a company with limited liability shall be composed of all of its shareholders. The shareholders assembly is the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article 38The shareholders assembly shall exercise the following functions and powers:(1) to decide on the operational policy and investment plan of the company;(2) to elect or replace directors and supervisors who are not representatives of the staff and workers, and to decide on matters concerning the remuneration of the directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the board of supervisors or the supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to ex amine and approve the company’s plans for profit distribution and for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issue of corporate bonds;(9) to adopt resolutions on the merger, division, dissolution, liquidation or transformation of the company;(10) to amend the articles of association of the company; and(11) other functions and powers provided for in the company’s articles of association.Where the shareholders express, in writing, their unanimous agreement on the matters specified in the preceding paragraph, they may directly make a decision without convening a meeting of the shareholders assembly, and all the shareholders shall sign their names on and affix their seals to the documents of the decision.Article 39The first meeting of the shareholders assembly of a company shall be convened and presided over by the shareholder who has made the greatest capital contributions to the company, and he shall exercise the functions and powers in accordance with the provisions of this Law.Article 40The meetings of the shareholders assembly shall be divided into regular meetings and interim meetings.Regular meetings shall be convened on schedule as specified by the provisions of the company’s articles of association. An interim meeting shall be convened when it is proposed by shareholders representing one-tenth or more of the voting rights, by one-third or more of the directors, by the board of supervisors, or by the supervisors of acompany without a board of supervisors.Article 41Where a board of directors is set up in a company with limited liability, the meeting of the shareholders assembly shall be convened by the board of directors and presided over by the chairman of the board of directors; where the chairman of the board cannot perform such function or fails to do so, the meeting shall be presided over by the vice-chairman of the board; and where the vice-chairman cannot perform the function or fails to do so, the meeting shall be presided over by a director jointly elected by half and more of the directors.Where no board of directors is set up in a company with limited liability, the meeting of theshareholders assembly shall be convened and presided over by the executive director.Where a board of directors or the executive director cannot perform or fails to perform the duty of convening a meeting the shareholders assembly, such a meeting shall be convened and presided over by a board of supervisors or the supervisor of a company where no board of supervisors is set up; and where the board of supervisors or the supervisor fails to convene and preside over the meeting, the shareholder representing one-tenth or more of the voting rights may convene and preside over such a meeting on his own.Article 42All the shareholders shall be notified 15 days prior to the convening of a meeting of the shareholders assembly, except where otherwise provided for by the company’s articles of association or agreed upon by all of the shareholders.The shareholders assembly shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the shareholders present at the meeting shall sign the minutes.Article 43Shareholders shall exercise their voting rights at a meeting of t he shareholders assembly in proportion to their respective capital contributions, except where otherwise provided for by the company’s articles of association.Article 44The modes of meeting and voting procedures of the shareholders assembly shall, in a ddition to what is provided for in this Law, be stipulated by the company’s articles of association.Resolutions made at a meeting of the shareholders assembly on amendment to the company’s articles of association, the increase or reduction of the regist ered capital, or on the merger, division, dissolution or transformation of the company shall be subject to adoption by the shareholders representing two-thirds or more of the voting rights.Article 45 A company with limited liability shall set up a board of directors, which shall be composed of 3 to 13 members, except where otherwise provided for by Article 51 of this Law.The members of the board of directors of a company with limited liability that is incorporated with the investment of two or more State-owned enterprises or two or more State-owned investment entities shall include representatives of the staff and workers of the company; and the members of the board of directors of other companies with limited liability may include representatives of the staff and workers of the companies. The representatives of the staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the conference of therepresentatives of the staff and workers, the general meeting of the staff and workers, or through other forms.A board of directors shall have a chairman and may have a vice-chairman. The measures for the election of the chairman and vice-chairman of the board shall be stipulated by the company’s articles of association.Article 46The term of office of a director shall be stipulated by the company’s articles of association, but each term of office shall not exceed three years. A director may, if reelected upon expiration of his term of office, serve consecutive terms.Where no election is conducted in time before the expiration of the term of office of a director, or the number of the directors is less than the statutory number due to the resignation of a director within his term of office, the existing director shall, before the director-elect takes office, continue to perform his duty as a director in accordance with the provisions of laws, administrative regulations or the company’s articles of association.Article 47The board of directors shall be accountable to the shareholders assembly and exercise the following functions and powers:(1) to convene the meeting of the shareholders assembly, and to report on its work to the board;(2) to implement the resolutions adopted by the shareholders assembly;(3) to decide on the operational plans and investment plans of the company;(4) to draw up the annual financial budget plan and final accounts plan of the company;(5) to draw up plans for profit distribution and plans for making up losses of the company;(6) to draw up plans for the increase or reduction of the registered capital and the issue of corporate bonds of the company;(7) to draw up plans for the merger, division, dissolution and transformation of the company;(8) to decide on the establishment of the internal administrative bodies of the company;(9) to decide on the appointment or dismissal of the manager of the company and the matters concerning his remuneration, and upon recommendation of the manager, decide on the appointment or dismissal of the deputy manager(s) and persons in charge of the financial affairs of the company, and on the matters concerning their remuneration;(10) to formulate the basic management system of the company; and(11) to exercise oth er functions and powers stipulated by the company’s articles of association.Article 48The meeting of a board of directors shall be convened and presided over by the chairman of the board; where the chairman of the board cannot perform such functions or fails to do so, the meeting shall be convened and presided over by the vice-chairman of the board; and where the vice-chairman cannot perform such functions or fails to do so, the meeting shall be convened and presided over by a director jointly elected by half and more of the directors.Article 49The modes of meeting and voting procedures of a board of directors shall, in addition to the provisions of this Law, be stipulated by a company’s articles of association.The board of directors shall keep minutes of the decisions that are made on the matters discussed at the meeting, and the directors present at the meeting shall sign the minutes.The one-person one-vote system shall be practiced for voting on resolutions of the board of directors.Article 50 A company with limited liability may have a manager, who shall be engaged or dismissed by decision of the board of directors. The manager shall be accountable to the board of directors and shall exercise the following functions and powers:(1) to take charge of production, operation and management of the company and organize implementation of the resolutions of the board of directors;(2) to organize implementation of the annual operational plan and the investment plan of the company;(3) to draw up plans for establishment of the internal administrative bodies of the company;(4) to draw up the basic management system of the company;(5) to formulate the specific rules of the company;(6) to recommend the engagement or dismissal of the deputy manager(s) and of the persons in charge of financial affairs of the company;(7) to decide on the engagement or dismissal of the persons in charge of management other than the ones the engagement or dismissal of whom is to be decided by the board of directors;。

Order of the President(No. 42 [2005])The Company Law of the People's Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People's Republic of China Hu JintaoOctober 27, 2005Company Law of the People's Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。

Order of the President of the People'sRepublic of ChinaNo. 42The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005 The Company Law of the People's Republicof China (revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)Contents,Chapter I General ProvisionsChapter II Establishment and Organizational Structure of a LimitedLiability CompanySection 1 EstablishmentSection 2 Organizational StructureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Solely State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Establishment and Organizational Structure of a Joint StockLimited CompanySection 1 EstablishmentSection 2 Shareholders' MeetingSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure of a ListedCompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited Company Section 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Split-up of a Company; Increase and Deduction ofRegistered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining thesocialist economic order, and promoting the development of the socialist market economyArticle 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise juridical person, which has independent juridical person property and enjoys the property right of the juridical person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed to.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers and enjoy other rights.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the establishment of a company, an application for establishment and registration shall be filed with the company registration authority. If the application meets the requirements for establishment of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements for establishment of this Law, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the establishment of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at a company registration authority, which shall provide consulting services. Article 7 For a lawfully established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of establishment of the company. The company business license shall state the name, domicile, registered capital, actually paid capital, business scope, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall modify the registration, and the company registration authorityArticle 8 For a limited liability company established according to this Law, it shall indicate in its company name the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its company name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.Article 10 A company shall regard the locus of its main office as its domicile. Article 11 The company established according to this law shall formulate its articles of association which are binding on the company, its shareholders, directors, supervisors and senior managers.Article 12 The company's business scope shall be defined in its articles of association and shall be registered according to law. The company may change its business scope by modifying its articles of association, but shall go through the formalities for modifying the registration. If the business scope of a company covers any item subject to approval pursuant to laws or administrative regulations, the approval shall be obtained according to law.Article 13 The legal representative of a company shall, according to the provisions of its articles of association, be assumed by the chairman of the board of directors, acting director or manager, and shall be registered according to law. If the legal representative of the company is changed, the company shall go through the formalities for modifying the registration.Article 14 The company may set up branches. To set up a branch, the company shall file a registration application with the company registration authority, and shall obtain the business license. The branch shall not enjoy the status of an enterprise juridical person, and its civil liabilities shall be born by its parent company.The company may set up subsidiaries which enjoy the status of an enterprise juridical person and shall be independently bear civil liabilities.Article 15 A company may invest in other enterprises. However, it shall not become a capital contributor that shall bear the joint liabilities for the debts of the enterprises it invests in, unless it is otherwise provided for by any law.Article 16 Where a company intends to invest in any other enterprise or provide guarantee for others, it shall, according to the provisions of its articles of association, be decided at the meeting of the board of directors or shareholders or shareholders' convention. If the articles of association prescribe any limit on the total amount of investments or guarantees, or on the amount of a single investment or guarantee, the aforesaid total amount or amount shall not exceed the responsive limited amount. If a company intends to provide guarantee to a shareholder or actual controller of the company, it shall make a resolution through the shareholder's meeting or shareholders' convention.The shareholder as mentioned in the preceding paragraph or the shareholder dominated by the actual controller as mentioned in the preceding paragraph shall not participate in voting on the matter as mentioned in the preceding paragraph. Such matter requires the affirmative votes of more than half of the other shareholders attending the meeting.Article 17 The company shall protect the lawful rights and interests of itsinsurances, strengthen labor protection so as to realize safe production.The company shall, in various forms, reinforce the vocational education and in-service training of its employees so as to improve their personal quality. Article 18 The employees of a company shall, according to the Labor Union Law of the People's Republic of China, organize a labor union, which shall carry out union activities and safeguard the lawful rights and interests of the employees. The company shall provide necessary conditions for its labor union to carry out activities. The labor union shall, on behalf of the employees, conclude the collective contract with the company with respect to the remuneration, working hours, welfare, insurance, work safety and sanitation and other matters.Pursuant to the Constitution and other relevant laws, a company shall implement democratic management in the form of meeting of the representatives of the employees or any other ways.To make a decision on restructuring or any important issue related to business operation, or to formulate any important regulation, a company shall solicit the opinions of its labor union, and shall solicit the opinions and proposals of the employees through the meeting of the representatives of the employees or in any other way.Article 19 An organization of the Chinese Communist Party shall, according to the Charter of the Chinese Communist Party, be established in the company to carry out activities of the Chinese Communist Party. And the company shall provide necessary conditions for the activities of the Chinese Communist Party.Article 20 The shareholders of a company shall comply with the laws, administrative regulations and articles of association, and shall exercise the shareholder's rights according to law. None of them may injure any of the interests of the company or of other shareholders by abusing the shareholder's rights, or injure the interests of any creditor of the company by abusing the independent status of juridical person or the shareholder's limited liabilities.Where any of the shareholders of a company causes any loss to the company or to other shareholders by abusing the shareholder's rights, it shall be subject to compensation.Where any of the shareholders of a company evades the payment of its debts by abusing the independent status of juridical person or the shareholder's limited liabilities, and thus seriously damages the interests of any creditor, it shall bear joint liabilities for the debts of the company.Article 21 Neither the controlling shareholder, nor the actual controller, any of the directors, supervisors or senior managers of the company may injure the interests of the company by taking advantage of its connection relationship. Anyone who has caused any loss to the company due to violation of the preceding paragraph shall be subject to compensation.Article 22 The resolution of the shareholders' convention, shareholders' meeting or board of directors of the company that has violated any law or administrative regulation shall be null and void.Where the procedures for convoking and the voting form of a shareholders' convention or shareholders' meeting or meeting of the board of directors, violate any law, administrative regulation or the articles of association, or the resolution is in violation of the articles of association of the company, the shareholders may, within 60 days as of the day when the resolution is made, request the people's court to revoke it.If the shareholders initiate a lawsuit according to the preceding paragraph, the people's court shall, in light of the request of the company, demand the shareholders to provide corresponding guarantee.convention, shareholders' meeting or meeting of the board of directors, completed the modification registration, and the people's court declares the resolution null and void or revoke the resolution, the company shall file an application with the company registration authority for revoking the modification registration.Chapter II Establishment and Organizational Structure of a Limited Liability Company Section 1 EstablishmentArticle 23 The establishment of a limited liability company shall satisfy the following conditions:(1) The number of shareholders accords with the quorum;(2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital;(3) The articles of association are worked out jointly by shareholders;(4) The company has a name and its organizational structure complies with that of a limited liability company; and(5) The company has a domicile.Article 24 A limited liability company shall be established by not more than 50 shareholders that have made capital contributions.Article 25 A limited liability company shall state the following items in its articles of association:(1) the name and domicile of the company;(2) the business scope of the company;(3) the registered capital of the company;(4) names of shareholders;(5) forms, amount and date of capital contributions made by shareholders;(6) the organizations of the company and its formation, their functions and rules of procedure;(7) the legal representative of the company;(8) other matters deemed necessary by shareholders. The shareholders should affix their signatures or seals on the articles of association of the company. Article 26 The registered capital of a limited liability company shall be the total amount of the capital contributions subscribed to by all the shareholders that have registered in the company registration authority. The amount of the initial capital contributions made by all shareholders shall be not less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital, and the margin shall be paid off by the shareholders within 2 years as of the day when the company is established; as for an investment company, it may be paid off within 5 years. The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. If any law or administrative regulation prescribes a relatively higher minimum amount of registered capital of a limited liability company, the provisions of that law or administrative regulation shall be followed.Article 27 A shareholder may make capital contributions in currency, in kind or intellectual property right, land use right or other non-monetary properties that may be assessed on the basis of currency and may be transferred according to law, excluding the properties that shall not be treated as capital contributions according to any law or administrative regulation.The value of the non-monetary properties as capital contributions shall be assessed and verified, which shall not be over-valued or under-valued. If any law or administrative regulation prescribes the value assessment, such law oradministrative regulation shall be followed.The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company.Article 28 Every shareholder shall make full payment for the capital contribution it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in currency, he shall deposit the full amount of such currency capital contribution into a temporary bank account opened for the limited liability company. If the capital contributions are made in non-monetary properties, the appropriate transfer procedures for the property rights therein shall be followed according to law. Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of the contract to the shareholders who have make full payment of capital contributions on schedule.Article 29 The capital contributions made by shareholders shall be checked by a lawfully established capital verification institution, which shall issue a certification.Article 30 After the initial capital contributions made by the shareholders for the first time have been checked by a lawfully established capital verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall apply for establishment and registration with a company registration application, the articles of association, capital verification and other documents to the company registration authority.Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties is found to be apparently lower than that provided for in the articles of association of the company, the balance shall be supplemented by the shareholder who has offered them, and the other shareholders of the company who have established the company shall bear joint liabilities.Article 32 After the establishment of a limited liability company, every shareholder shall be issued with a capital contribution certificate, which shall specify the following:(1) the name of the company;(2) the date of establishment of the company;(3) the registered capital of the company;(4) the name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and(5) the serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.Article 33 A limited liability company shall prepare a register of shareholders, which shall specify the following:(1) the name of every shareholder and his/its domicile thereof;(2) the amount of capital contribution made by every shareholder;(3) the serial number of every capital contribution certificate. The shareholders recorded in the register of shareholders may, in light of the register of shareholders, claim to and exercise the shareholder's rights. A company shall register every shareholder's name and the amount of its capital contribution in the company registration authority. Where any of the registered items is changed, it shall handle the modification of the registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-Article 34 The shareholder shall be entitled to consult and copy the articles of association, records of the shareholders' meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.The shareholder may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit to the company a written request which shall state its motives. If the company, pursuant to any justifiable reason, considers that the shareholder's request to consult the accounting books for any improper purpose may damage the legitimate interests of the company, it may reject the request of the shareholder, and shall, within in 15 days after the shareholder submits a written request, give it a written reply which shall include an explanation. If the company rejects the request of any shareholder to consult the accounting books, the shareholder may plead the people's court to demand the company to approve consultation.Article 35 The shareholders shall distribute dividends in light of the percentages of capital contributions actually made by them, unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to contribute to the increased amount on the basis of the same percentages of the old capital contributions they have made, unless all shareholders agree that they will not contribute to the increased amount of capital on the basis of the percentages of the old capital contributions they have made.Article 36 After the establishment of a company, no shareholder may illegally take away the contribution capital. Section 2 Organizational StructureArticle 37 The shareholders' meeting of a limited liability company shall comprise all the shareholders. It shall be the authority of the company, and shall exercise its authorities according to this Law.Article 38 The shareholders' meeting shall exercise the following authorities:(1) determining the company's operation guidelines and investment plans;(2) electing and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration;(3) deliberating and approving the reports of the board of directors;(4) deliberating and approving the reports of the board of supervisors or the supervisor;(5) deliberating and approving annual financial budget plans and final account plans of the company;(6) deliberating and approving profit distribution plans and loss recovery plans of the company;(7) making resolutions on the increase or decrease of the company's registered capital;(8) making resolutions on the issuance of corporate bonds;(9) adopting resolutions on the assignment, split-up, change of company form, dissolution, liquidation of the company;(10) revising the articles of association of the company;(11) other functions as specified in the articles of association. Where any of the matters as listed in the preceding paragraph is consented by all the shareholders it in writing, it is not required to convene a shareholders' meeting. A decision may be made directly with the signatures or seals of all the shareholders.shareholder who has made the largest percentage of capital contributions and shall exercise its authorities according to this Law.Article 40 The shareholders' meetings shall be classified into regular meetings and temporary meetings. The regular meetings shall be timely held in pursuance with the articles of association. Where a temporary meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, a temporary meeting shall be held.Article 41 Where a limited liability company has set up a board of directors, the shareholders' meetings shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or does not perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors. Where a limited liability company has not set up the board of directors, the shareholders' meetings shall be convened and presided over by the acting director.If the board of directors or the acting director is unable or does not perform the duties of convening the shareholders' meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholder representing 1 / 10 or more of the voting rights may convene and preside over such meetings on his/its own initiative.Article 42 Every shareholder shall be notified 15 days before a shareholders' meeting is held, unless it is otherwise prescribed by the articles of association or it is otherwise stipulated by all the shareholders. A shareholders' meeting shall make records for the decisions on the matters discussed at the meeting. The shareholders who attend the meeting shall affix their signatures to the records. Article 43 The shareholders shall exercise their voting rights at the shareholders' meetings on the basis of their respective percentage of the capital contributions, unless it is otherwise stipulated by the articles of association. Article 44 The discussion methods and voting procedures of the shareholders' meeting shall be prescribed in the articles of association, unless it is otherwise provided for by this Law. A resolution made at a shareholders' meeting on amending the articles of association, increasing or reducing the registered capital, merger, split-up, dissolution or change of the company form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights. Article 45 The board of directors established by a limited liability company shall comprise 3 up to 13 members, unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-funded enterprises or other state-funded investors, the board of directors shall comprise the representatives of employees of this company. The board of directors of any other limited liability company may also comprise the representatives of employees of the company concerned. The employees' representatives who are to serve as the board of directors shall be democratically elected by the employees of the company through the general meeting of the representatives of employees, employees' meeting of the company or in any other way. The board of directors shall have one board chairman and may have one or more deputy chairman. The appointment of the chairman and deputy chairman shall be prescribed in theArticle 46 The terms of office of the directors shall be provided for in the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, exercise the authorities of the directors according to laws, administrative regulations as well as the articles of association.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meetings and reporting the status on work thereto;(2) carrying out the resolutions made at the shareholders' meetings;(3) determining the operation plans and investment plans;(4) working out the company's annual financial budget plans and final account plans;(5) working out the company's profit distribution plans and loss recovery plans;(6) working out the company's plans on the increase or decrease of registered capital, as well as on the issuance of corporate bonds;(7) working out the company's plans on merger, split-up, change of the company form, dissolution, and etc.;(8) making decisions on the establishment of the company's internal management departments;(9) making decisions on hiring or dismissing the company's manager and his remuneration, and, according to the nomination of the manager, deciding on the hiring or dismissing of vice manager(s) and the person in charge of finance as well as their remuneration;(10) working out the company's basic management system; and(11) other functions as prescribed in the articles of association.Article 48 The meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or does not perform his duties, the meeting may be convened or presided over by a director jointly recommended by half or more of the directors.Article 49 The discussion methods and voting procedures of the board of directors shall be prescribed by the articles of association, unless it is otherwise provided for by this Law. The board of directors shall make records of the decisions on the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the records.In the voting on a resolution of the board of directors, one person shall have one vote.Article 50 A limited liability company may have a manager who shall be hired or dismissed upon the decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following authorities:(1) taking charge of the management of the production and business operations of the company, and organizing to implement the resolutions of the board of directors;。

2023公司法各法条总结英文回答：The Companies Act 2023 is a comprehensive piece of legislation that governs the formation, operation, and dissolution of companies in England and Wales. It is divided into 13 Parts and 10 Schedules, and it contains over 1,000 sections.General Provisions.The first Part of the Act contains general provisions that apply to all companies, regardless of their size or type. These provisions cover such matters as the incorporation of companies, the registration of company names, and the appointment of directors and officers.Company Formation.The second Part of the Act deals with the formation ofcompanies. It sets out the requirements for forming a company, including the number of members, the amount of share capital, and the appointment of a registered office.Company Management.The third Part of the Act deals with the management of companies. It covers such matters as the powers of directors and officers, the duties of directors and officers, and the conduct of meetings.Company Finance.The fourth Part of the Act deals with company finance. It covers such matters as the issue of shares, the raising of capital, and the payment of dividends.Company Accounts.The fifth Part of the Act deals with company accounts. It sets out the requirements for preparing and filing company accounts, and it also provides for the audit ofcompany accounts.Company Reorganization.The sixth Part of the Act deals with company reorganization. It covers such matters as mergers, acquisitions, and reconstructions.Company Winding Up.The seventh Part of the Act deals with company winding up. It sets out the procedures for winding up a company, and it also provides for the distribution of assets to creditors.Company Insolvency.The eighth Part of the Act deals with company insolvency. It sets out the procedures for dealing with insolvent companies, and it also provides for the appointment of administrators and liquidators.Company Offenses.The ninth Part of the Act deals with company offenses.It sets out the various offenses that can be committed by companies, and it also provides for the penalties that can be imposed for such offenses.Additional Provisions.The tenth Part of the Act contains additionalprovisions that apply to certain types of companies. These provisions cover such matters as the regulation of investment companies, the regulation of insurance companies, and the regulation of banks.Repeals and Savings.The eleventh Part of the Act contains repeals and savings provisions. It repeals the previous Companies Act, and it also saves certain provisions of that Act.Supplementary Provisions.The twelfth Part of the Act contains supplementary provisions. It covers such matters as the interpretation of the Act, the application of the Act to Crown companies, and the application of the Act to companies incorporated outside England and Wales.Schedules.The Act contains ten Schedules. These Schedules contain additional information that is relevant to the provisions of the Act.中文回答：总则。

CHAPTER 16 SINGAPORE COMPANY LAWSection 1 IntroductionSection 2 Incorporation and its ConsequencesSection 3 Corporate GovernanceSection 4 Enforcement of Corporate RightsSection 5 Shareholder RemediesSection 6 SharesSection 7 Debentures and ChargesSection 8 Companies in DistressSection 9 Winding upSECTION 1 INTRODUCTION16.1.1 InSingapore, companies are principally governed by the Companies Act (Cap 50, 1994 Rev Ed) (hereinafter “the Act”). It should be noted though that specific types of companies may, in addition to the Companies Act, be regulated by other statutes. For example, insurance companies and banks are also regulated by the Insurance Act (Cap 142, 1994 Rev Ed) and the Banking Act (Cap 20, 1994 Rev Ed) respectively. Limited liability partnerships, which despite their name are companies, are governed by the Limited Liability Partnership Act (Act 5 of 2005). Certain provisions in other statutes such as the Securities and Futures Act (Cap 289, 1994 Rev Ed) are also relevant to companies.16.1.2 It should also be noted that the statutory provisions governing companies are supplemented by the common law.SECTION 2 INCORPORATION AND ITS CONSEQUENCESObligation to Incorporate16.2.1 Under section 17(3) of the Act, a business organization that has more than 20 members must be incorporated as a company. However, this requirement does not apply to a partnership of persons carrying on a profession that is formed in pursuance of some other written law inSingapore(section 17(3) of the Act). Thus members of the legal profession who are governed by the Legal Profession Act (Cap 161, 1994 Rev Ed) may establish partnerships of more than 20 partners.Registration of a Company16.2.2 As a general rule, any person may, upon lodgment of the requisite documents and payment of the prescribed fee, register a company in Singapore. The mandatory documents to be lodged under section 19(1) of the Act are the memorandum and articles of association. The memorandum and articles of association are the constitutional documents of the company. Under section 22(1) of the Act, the memorandum of association must prescribe the name of the company, the amount of its share capital (if any) and whether the liability of the members of the company is limited or unlimited. The articles of association are the regulations of the company and contain provisions relating to how the company is to be governed. Where the memorandum and the articles are in conflict, the former will prevail.16.2.3 Once the memorandum of the company is registered, the Registrar will issue a notice of incorporation stating that the company is, from the date specified in the notice, incorporated and thetype of company it is, i.e. whether it is a limited or unlimited company and where applicable that it is a private company –see section 19(4) of the Act.Effects of Incorporation16.2.4 Section 19(5) of the Act sets out the general effect of incorporation which is that the company is a body corporate with all such powers as flow from such an entity. The company may sue and be sued in its own name, it has perpetual succession in that it can survive indefinitely until it is wound up, it may hold land, and the liability of its members is limited in the event the company is wound up. 16.2.5 Cases have established that as a body corporate a company has a distinct personality that is recognized by law. In other words, a company has an existence and identity separate from that of its members –see Salomon v A Salomon & Co Ltd [1897] AC 22; Lee v Lee’s Air Farming Ltd [1961] AC 12. The most important consequence of this is that the debts and obligations incurred by the company are its own and its members do not share the company’s liabilities. Creditors of the company may only look to the company for payment of debts owed to them by the company. If the company is insolvent and cannot pay its debts, the creditors will have to bear the loss however solvent the company’s individual members may be. All that the members of a company are obliged to do is to contribute the amount that remains unpaid on the shares that the members have subscribed. This obligation is owed to the company, not the creditors of the company. As such, if the shares were issued on a fully paid basis, or have already been fully paid, the members have no further liability to the company. Thus, when speaking of limited liability it is important to note that what is meant is not that the company’s liability is limited but that the members’liability to contribute to the company is limited to the share capital for which the members have agreed to subscribe.‘Lifting the Veil’of Incorporation16.2.6 While an incorporated company has a personality separate from that of its members, there are circumstances when the courts will ignore such separate personality and treat the company and its members (or officers) as one for limited purposes. Thus, for example, there may be circumstances when the courts will hold the members of a company liable for debts incurred by the company. When the courts do so, it is said that the veil of incorporation is lifted or pierced. Generally, the cases of veil lifting fall into two categories: by statute and at common law.Statutory Exceptions to the Separate Personality Doctrine16.2.7 It is open to Parliament to limit the effects of incorporation by a suitably worded statutory provision. One of the more important statutory limitations on the separate personality doctrine arises under sections 339(3) and 340(2) of the Act. The combined effect of those provisions is that, where debts are contracted without any reasonable or probable expectation that the company would be able to pay the debts, any officer of the company who was a party to the contracting of such debts is guilty of an offence and may, after conviction, be made personally liable by the court for the payment of the whole or any part of such debts.16.2.8 Another important exception is found in section 340(1) of the Act. Where it appears in the course of the winding up of a company that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the court may declare that any person who was knowingly a party to the carrying on of the business in such a manner shall be personally liable for all or any of the debts or liabilities of the company as the court may direct.16.2.9 A third important exception arises where dividends are paid even though there are no available profits out of which to pay such dividends –see section 403(2)(b) of the Act. Since dividends may only be paid where there are profits so as not to unduly prejudice creditors of the company, a director or manager of a company who wilfully pays or permits the payment of a dividend in the absence of profits will be liable to the creditors of the company for the amount of the debts due to them to the extent by which the dividends exceed the available profits.Common Law Exceptions to the Separate Personality Doctrine16.2.10 Persons incorporate companies for various reasons but, undoubtedly, one of the reasons is to insulate themselves from personal liability should the business fail. Accordingly, the mere fact that members or officers of a company utilize the corporate vehicle to shield themselves from personal liability is no -reason to disregard the company’s separate personality –see Adams v Cape Industries plc [1990] 1 Ch 433. However, the position is different where the members or officers of a company abuse the corporate form for improper means.16.2.11 Thus, if an individual already has existing legal obligations, but attempts to use the corporate vehicle to evade such obligations, the courts will ignore the company’s separate personality. For example, it has been held that a person who has agreed to sell a house cannot avoid his contractual obligations by transferring the house to a company. Both he and the company were ordered to specifically perform the contract even though the company was not a party to the contract –see Jones v Lipman [1962] 1 WLR 832.16.2.12 Similarly, if a company is used to perpetrate a fraudulent act, the courts will treat the company and those behind it as one and the same. Thus, if a company has been incorporated todefraud innocent investors, the court may hold the promoter of the company liable even though the promoter and company are separate persons –see Re Darby [1911] 1 KB 95.SECTION 3 CORPORATE GOVERNANCESeparation of Ownership and Management16.3.1 Section 157A of the Act states that the business of the company shall be managed by or under the direction of the directors. The directors may exercise all the powers of a company except any power that the Act or the memorandum and articles of the company require the company to exercise in general meeting. This reflects one of the features of company law, namely, that it can facilitate a separation of ownership and management. The members or shareholders who own the company need not necessarily be involved in its management as directors. While in some companies, particularly small ones, the members of the company may also be involved in its management - either as directors or in some other executive capacity - in many other companies, the members are not involved in management. Instead, such companies are managed by boards of directors in which many of the directors are not members of the company. Even when the directors are members of the company, their shareholdings in the company may be relatively small. It should also be noted that, in such companies, even this management by the board may often be notional as the majority of the members of the board may not be full-time directors but are non-executive directors. In such companies, the day-to-day management of the company will be in the hands of the senior executive officers of the company, some of whom may be board members. The role of boards in such companies is then to exercise a general oversight but not to be involved in executive matters.Statutory Duties16.3.2 Under common law, directors are regarded as fiduciaries and therefore owe fiduciary duties to their companies. At the same time, the Act also prescribes certain duties on directors which mirror their general duties under the common law. One important provision is section 157(1) of the Act which prescribes that a director shall at all times act honestly and use reasonable diligence in the discharge of the duties of his office. Section 157(2) of the Act goes on to state that an officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person, or to cause detriment to the company.16.3.3 Section 157 of the Act does not purport to be an exhaustive statement of the law relating to the duties that directors owe to their companies. In this regard, section 157(4) provides that the section is in addition to and not in derogation, of any other rule of law relating to the duty or liability of directors or officers of a company. The effect of section 157 is to render those duties mandatory while the duties at common law are capable of exclusion by agreement between the company and its directors, assuming that the company has made such a decision independently of the interested directors. Under section 157(3) of the Act, a breach of sections 157(1) and 157(2) renders the officer or agent liable to the company for any profit made or any damage suffered by the company as a result of the breach. At the same time, a breach of these sections is an offence, and the officer or agent shall be liable upon conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding one year.Duty at Common Law to Act in the Best Interests of the Company16.3.4 In the exercise of their duties, directors must act bona fide in what they consider is in the best interests of the company. When the acts of directors are challenged, the courts do not substitute theirown judgment for that of the directors –see ECRC Land Pte Ltd v Wing On Ho Christopher [2004] 1 SLR 105; Vita Health Laboratories Pte Ltd v Pang Seng Meng [2004] 4 SLR 162. All that the courts are concerned about is whether the directors have acted honestly in what they (and not the courts) considered to be in the company’s best interests. Of course, if the decision is one that no reasonable board would have arrived at, this casts serious doubt on the bona fides of the directors.16.3.5 It should be noted though that, while the directors’overriding duty is to the company, section 159 of the Act provides that in exercising their powers, directors are entitled to have regard to the interests of the company’s employees generally, as well as the interests of its members. That directors may have regard to the interests of its members is also the position at common law since the members collectively do in a sense comprise the company notwithstanding the company’s separate personality –see Peters American Delicacy Co Ltd v Heath (1939) 61 CLR 457; Greenhalgh v Arderne Cinemas Ltd [1951] Ch 286. The entitlement to have regard to the interests of employees is also a sensible one since advancing the interests of employees will often be in the best interests of the company.16.3.6 There are also circumstances where directors must have regard to the interests of creditors. Generally speaking, creditors have no interest in the company’s assets. A creditor who wishes to enforce the debt owing to him from the company must bring a claim against the company. In the absence of an interest in the company’s assets, the directors of a company do not have to take the interests of creditors into account when making corporate decisions. However, when a company is unable to pay its debts, and is thereby effectively insolvent, the interests of its creditors must be taken into account. This is because creditors of an insolvent company are entitled to appoint a liquidator to get in the assets of the company to which the creditors have a prior claim before the members of thecompany. Accordingly, in such circumstances, directors must ensure that the affairs of the company are properly administered and that its property is not dissipated or exploited to the prejudice of the creditors –see Winkworth v Edward Baron Development Co Ltd [1987] 1 All ER 114.Duty at Common Law to Avoid Conflicts of Interest16.3.7 As a fiduciary, a duty of loyalty is imposed on a director vis-à-vis the company. As a result, a director is obliged not to place himself in a position where his duty to the company may conflict with his own interests –see Chew Kong Huat v Ricwil (Singapore) Pte Ltd [2000] 1 SLR 385;Kumagai-Zenecon Construction Pte Ltd v Low Hua Kin [2000] 2 SLR 501. One particular application of this duty is that a director is not permitted, without the fully informed consent of the company, to make a profit in connection with the director’s position. Thus, if the director comes across a business opportunity while discharging his role as a director, he cannot personally take advantage of such an opportunity unless the company has, with full knowledge of the facts, permitted him to do so. This permission may be given by the rest of the board (assuming the other board members giving approval do not stand to benefit personally) or by the members in general meeting.Duty at Common Law to Act for Proper Purposes16.3.8 The management of a company is generally vested in the board of directors and the board will often have other more specific powers such as the power to issue shares under section 161 of the Act, provided that the directors have obtained a specific or general mandate to do so. Such powers must be exercised for proper purposes. Even if directors have acted in good faith in what they believe is in the best interests of the company, they may have exercised certain powers in an improper manner. For example, it has been held that, where the power to issue shares was used to facilitate a takeover bidfor a company, that was not a proper exercise of such a power even though the directors felt that they were acting in the company’s best interests –see Howard Smith Ltd v Ampol Petroleum Ltd [1974] AC 821.Effect of Breach of Fiduciary Duties16.3.9 If a director places his own interests above those of the company, the director will be liable for any loss caused to the company. If the director has profited from his position without the informed consent of the company, the director may have to account for the profits to the company. Where the director has contracted with the company, e.g. the director has sold an asset to the company, the company may be able to avoid the contract if the contract with the company was entered into in breach of the director’s fiduciary obligations to the company. Where a third party has entered into a contract with the company knowing that the directors of the company have acted improperly, the company may also be able to avoid the contract vis-à-vis the third party.SECTION 4 ENFORCEMENT OF CORPORATE RIGHTSThe ‘Proper Plaintiff’Rule16.4.1 As a company has a personality separate from that of its members, a member of the company cannot sue to enforce rights that belong to the company. This is known as the ‘proper plaintiff’rule, namely, that the company is the proper plaintiff in respect of any rights that it has –see Foss v Harbottle (1843) 2 Hare 461; Ng Heng Liat v Kiyue Co Ltd [2003] 4 SLR 218. Where a company has rights to be enforced, or is being sued, the usual body that is empowered to decide whether the company should either bring an action or defend the claim is the board of directors in whom the power of management is usually vested.Derivative Actions16.4.2 Notwithstanding the proper plaintiff rule, there may be occasions where a member of the company is entitled to bring an action on behalf of the company. Where a member does this, the action is referred to as a derivative action as the right is derived from the company. The member is not suing to enforce any rights that belong to him personally. In such actions, the company is included as a nominal defendant so that any decision of the court will bind the company as well.16.4.3 A member may bring a derivative action in respect of a wrong done to the company where the wrongdoer is the person who has control of the company and is in a position, or has used such control, to prevent a proper action from being brought against him. The wrong done may have arisen because the person in control of the company has appropriated the company’s assets for himself, or it may consist of an abuse of the powers vested in the wrongdoers, e.g. where the majority shareholders attempt to use their voting power in an illegitimate manner. In such a situation, the wrongdoers would use their control of the company to prevent a claim from being brought against themselves. Accordingly, a member will be allowed to institute a derivative action against the wrongdoers if the member is bringing the claim bona fide for the benefit of the company in circumstances where there is no other remedy available. If the action is being brought for an ulterior motive or in bad faith, the court is entitled to take that into account in determining if it is in the best interests of the company that the action should proceed.Statutory Derivative Action16.4.4 In addition to the common law derivative action discussed above, sections 216A and 216B of the Act make provision for a statutory derivative action. This action is potentially available to anymember of a company, the Minister of Finance (in certain cases), or any other person who in the discretion of the court is a proper person to make an application under the section. Such persons are potential complainants under sections 216A and 216B.16.4.5 Section 216A(2) of the Act provides that a complainant may apply to the court for leave to bring an action in the name and on behalf of the company or intervene in an action to which the company is a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the company. The court will only grant leave if the court is satisfied under section 216A(3) of the Act that the complainant has given 14 days’notice to the directors of the company of the complainant’s intention to apply for leave; the complainant is acting in good faith; and it appears to be prima facie in the interests of the company that the action be brought, prosecuted, defended or discontinued. One advantage of the statutory derivative action is that if the court authorizes the bringing of the action, it can order the company to pay reasonable legal fees and disbursements incurred by the complainant in connection with the action. Under the common law derivative action, the risk of legal costs falls on the person bringing the action.16.4.6 Section 216B(1) states that an application under section 216A shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the company has been or may be approved by the members of the company However, evidence of approval by the members may be taken into account by the court in making an order under section 216A.SECTION 5 SHAREHOLDER REMEDIESThe Oppression Remedy16.5.1 In addition to the ability to bring a common law or statutory derivative action to protect the legitimate interests of the company, there are two other important remedies open to shareholders who feel that their interests are being prejudiced. The first arises under section 216 of the Act. Section 216(1) provides that any member or holder of a debenture of the company, or the Minister of Finance in certain cases, may apply to the court for an order that the affairs of the company are being conducted in a manner oppressive to one or more of the members or holders of debentures, or in disregard of their interests as members, shareholders or holders of debentures of the company. A similar application may be made if an act of the company has been done or is threatened which unfairly discriminates against or is otherwise prejudicial to one or more of the members or holders of debentures. Section 216 is commonly referred to as the ‘oppression remedy’.16.5.2 Where such an application is made, and the court after hearing the evidence is satisfied that the complaint is a valid one, the court may, with a view to bringing an end or remedying the matters complained of, make such order as it thinks fit. Such orders may include directing or prohibiting any act or canceling or varying any transaction or resolution; regulating the conduct of the affairs of the company in future; authorizing civil proceedings to be brought in the name of the company; providing for the purchase of the shares and debentures of the company by other members or holders of debentures or the company itself; or even winding up the company.16.5.3 Section 216 of the Act is intended to provide relief to members or holders of debentures where those in control of the company exhibit conduct that is equivalent to abuse or wrongdoing. The courts are not concerned whether a company is well managed. Business decisions are for the board to make and the courts will not generally second guess business decisions. Nor are the courts concerned that a member or some members are frequently outvoted. It is part and parcel of corporateadministration that decisions are taken by the majority. What the courts are concerned with is whether the affairs of the company are being run by those in control in such a way that there is a visible departure from the standards of fair dealing and a violation of the conditions of fair play which a shareholder is entitled to expect –see Re Kong Thai Sawmill (Miri) Sdn Bhd [1978] 2 MLJ 227. This may arise where key shareholders are excluded from management; where shareholders are deprived of information about the company; where the dominant members are clearly preferring their own interests; and where the patriarch of a family company behaves in an autocratic manner, just to give some common examples.Winding Up on the Just and Equitable Ground16.5.4 Under section 254(1)(i) of the Act, the court may wind up a company where it is just and equitable to do so. This is an important remedy for shareholders as it provides a means for disgruntled shareholders to use the winding up process to disengage from a company.16.5.5 The just and equitable ground for winding up has been used in a number of different circumstances. For example, where the main object of the company cannot be achieved or has been departed from, aggrieved members of the company may petition for the company to be wound up. Similarly, a company may be wound up if it engages in acts that are entirely outside of what can fairly be regarded as having been within the general contemplation and understanding of the members when they became members of the company. Another situation where the just and equitable ground has been used is where the company’s business has been carried on in a fraudulent manner. In addition, where the company is a quasi-partnership, in that the way the business is run resembles how a partnership is managed despite the use of the corporate form, and further, trust and confidenceamong the members has been irretrievably damaged, the court may order the winding up of the company since the members can no longer work with one another.SECTION 6 SHARES16.6.1 A share is the interest of a shareholder in the company measured by a sum of money, for the purpose of liability in the first place, and of interest in the second, but also consisting of a series of mutual covenants entered into by all the shareholders between themselves in accordance with section 39(1) of the Act –see Borland’s Trustee v Steel Brothers & Co Ltd [1901] 1 Ch 279.16.6.2 As mentioned earlier, the liability of a member/shareholder is to contribute to the company only that amount unpaid on the shares taken up by the member/shareholder. This is what is meant by limited liability. A shareholder is entitled to participate in the life of the company on the terms set out in the company’s constitutional documents, namely, the memorandum and articles of association, and to the extent allowed by the Act. The exact rights of the shareholder will depend on the terms of the memorandum and articles. Generally, all shareholders will be entitled to a pro-rata share of any dividends that are declared and paid. Where a company is wound up, again all shareholders are generally entitled to a pro-rata share of any assets remaining after the creditors of a company have been paid. Shareholders are also entitled to appoint and remove the directors of the company.16.6.3 Generally speaking, there are two broad classes of shares –ordinary shares and preference shares. Preference shares, as the name suggests, are shares that confer some preference on the holders of those shares. That preference may be in the form of dividends or return of capital. For example, the terms of a preferential share may provide that the holders of those shares are entitled to a particular rate of dividend before any dividends may be paid to holders of ordinary shares.Maintenance of Capital16.6.4 A company underSingaporelaw is required to maintain its capital in the sense that it cannot, as a general rule, return capital to its members. This general rule is intended to protect creditors. Creditors of a company are said to give credit to the company on the faith that the capital of the company will be applied only for the purposes of the business and therefore have a right to insist that such capital be kept and not returned to the shareholders –see Re Exchange Banking Co (1882) 21 ChD 519.16.6.5 This is not to say that members of a company cannot obtain any return on their investment. Indeed, if a company makes profits in a particular year, the company may pay dividends to its shareholders out of the profits made. The rules relating to capital maintenance also do not mean that members of the company must continue to contribute to the company when trading losses have occurred thereby depleting the company’s capital. A member’s liability to the company is limited only to the amount he has agreed to contribute to the company when the shares are issued to him. The rules relating to capital maintenance simply mean that, absent profits, a company must not take any steps that in effect return capital to its shareholders.16.6.6 Arising from this general principle, the following 5 propositions may be made:(i) a company may not purchase its own shares or those of its parent company –see section 76(1)(b) of the Act;(ii) a company may not lend money on the security of its own shares or those of its parent company - see section 76(1)(c) of the Act;。