公司法英文词汇

美联英语提供：法律英语基础句子：Company law 公司法小编给你一个美联英语官方试听课申请链接：/?tid=16-73374-0 Company law 公司法1.A company director owes a fiduciary duty to the company.公司董事应对公司负受托人的责任。

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

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

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

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

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

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

1.sole proprietorship个人独资企业Eg. An individual who is operating a business is said to be running a …sole proprietorship‟.2.limited liability有限责任Eg. The corporate form allows for limited liability.3.transferable可转让的Eg. Ownership interests in the corporation are freely transferable.4.corporate acquisitions and mergers公司并购Eg. The requirements for corporate acquisitions and mergers are determined by the law of the state of incorporation.5.dividend股息Eg. The circumstances under which dividends may be paid are determined by the law of the state of incorporation.6.incorporate设立Eg. Half of all the corporations listed on the New Y ork Stock Exchange are incorporated in Delaware.7.tax征税；税收Eg. The entity can elect to be taxed either as a corporation or as a partnership.8.general partnership普通合伙Eg. The most important single fact about general partnerships is that each partner is liable for all the debts of the partnership.9.promulgate颁布Eg. The most recent version of the UPA was promulgated in 1997.10.estoppel禁止反言Eg. The two people who don‟t actually intend to be in partnership with each other can even be found to have created a partnership …by estoppel‟if they represent to the outside world that they are in partnership together.11.limited partnership（LP）有限合伙Eg. Limited partnerships may only be created by filling a formal document with a state official.12.Limited Liability Partnership(LLP)特殊普通合伙Eg. Most states now also allow something called a …limited liability partnership‟.13.make initial capital contribution首次出资Eg. If the corporation runs up large debts after the shareholders have made their initial capital contribution, the shareholders are normally not responsible for those debts.14.guarantee担保Eg. Lenders usually simply will not lend money to the corporation without personal guarantees by some or all shareholders.15.joint liability连带责任Eg. This joint liability applies even where one partner does not participate in the act that causes the partnership to become liable.16.breach of the agreement违约Eg. He will have a claim over against Smith for breach of the agreement.17.accounting firm会计师事务所Eg. The biggest users of LLP status are professional service firms, like law firms and accounting firms.18.malpractice不法行为Eg. The biggest practical benefit of the LLP status to such a service firm is that the individual partners will not be liable for acts of malpractice committed by other partners.19.entrust委托Eg. If the investors desire to entrust management to non-shareholders, the centralized management structure of the corporation is helpful.20.bind on有约束力，对..有效的Eg. Such internal agreements concerning decision-making authority are not binding on outsiders who are unaware of these agreements.21.dissolve解散Eg. A general partnership is dissolved by the death of any general partner.22.assign转移（财产等）Eg. A partner may …assign‟his partnership interests, but this does not make the transferee the partner, instead the transferee merely obtains limited economic rights.23.veto power否决权Eg. V eto power over new partners is absolutely essential.24.income tax所得税Eg. The federal income tax consequences of operating as a corporation rather than as a partnership are enormous.25.double taxation双重税收Eg. One consequence of the corporation‟s status as a separate tax-payer is that there will often be so-called …double taxtation‟.26.fringe benefits边缘利益Eg. Many fringe benefits given to owner/managers of corporations receive very favorable taxation.27.offset抵消Eg. So long as a partner is actively involved in management of the partnership, he may offset his share of losses incurred by the partnership against gains from other activities.Veil-piercing / pierce the veil 刺破面纱e.g.: It may turn out that it is easier to “pierce the veil”of an LLC than that of a corporation.P13Dispute 争论Arbitration 仲裁、公断e.g.: The Agreement contains a clause saying that all disputes must be subjects to arbitration.Derivative action 股东代表诉讼e.g.: Elf brings a “derivative action” against Jaffari and Malek LLC in Delaware. Litigation 诉讼Jaffari asserts that the Agreement‟s arbitration and forum-selection clauses bar this Delaware litigation.Formality 正式手续e.g.: But there is at least one factor often used in corporation veil-piercing case s —failure to follow organizational formalities —that perhaps ought not to be interpreted the same way in LLC-piercing case.Dividend 红利、股息、股利e.g.: The rules about circumstances under which a corporation may declare a dividend must approve a merger or sale of all the corporation‟s assets are set by the state of incorporation.Permissive 许可的，宽容的e.g.: “permissive” stateDomicile <律>原籍、住所e.g.: costs of using foreign domicileRetroactive<律>溯及既往的，有溯及效力的The date of incorporation is usually made retroactive to the date of filing Capitalization .资本值、资产化、资本总额Bylaws/articles of incorporation （公司）章程Amendment/amend 修订、修改e.g.: The bylaws may easily amended.1、majority vote：多数决Under most statutes any class of stockholders who would be adversely affected by the amendment must approve the amendment by majority vote.2、accrued dividends：应计股息/preferred stockholders：优先股股东For instance, suppose that a particular charter amendment would eliminate the accrued dividends owed to preferred stockholders (a change which help the common stockholders at the preferred stockholders‟ expense).3、appraisal rights：估价收购权An unhappy shareholder whose rights are adversely affected will usually get appraisal rights which permit him to sell his shares back to the corporation at a judicially-determined fair price.4、ultra vires：越权The doctrine of “ultra vires”was once extremely important, but is of little practical significance today.5、repudiate：拒绝接受，声明不承认After P has begun the work, D repudiate the contract, and P sues for breach.6、executory：待履行的But notwithstanding these exceptions, the ultra vires doctrine was frequently used——for instance, when the contract was fully executory.7、charitable donations：慈善性捐赠In general, the shareholder who tries to block a corporate charitable donation will lose unless the donation is manifestly unreasonable.8、stock option：股票期权，优先认股权/fringe benefit：附加福利，补贴A related issue arises when the corporation grants an employee or retired former employee a bonus, a stock option, or some other kind of fringe benefit.9、self-dealing：自利性交易行为Therefore, the arrangement will usually not be attackable by shareholders unless it is clearly excessive or based upon self-dealing.10、principal：委托人The court may assert that “a person who purports to act as agent for a nonexistentprincipal thereby automatically becomes a principal.”11、conceal：隐瞒，隐匿/misrepresentation：错误或虚假的表述，不正当代表The promoter, by concealing the fact that the corporation has not yet been formed, is liable for misrepresentation.12、revocable：可撤回的/irrevocable：不可撤回的The other party is making a revocable or irrevocable offer to the no n-existing corporation, which results in a contract if the corporation is formed while the offer is still open.13、novation：债的变更This will depend on whether the parties, including the other party to the original transaction, intended a novation.14、retroactive:有溯及力的When adoption occurs, it is usually held not to be retroactive to the date of the original contract, but merely to run from the date of the corporation‟s assent.15、fiduciary obligation：信托（的）义务Most courts appear to hold that during the pre-incorporation period the promoter has a fiduciary obligation to the to-be-formed corporation, and therefore may not pursue his own profit at the corporation‟s ultimate expense.P 31-41mencement 开端，开始They try to protect passive investors from personal liability,even investors who put up money for the commencement of operations without an honest belief that incorporation has taken place.2.claimant 要求者，所有者The doctrine(Corporation by estoppel) is essentially limited to contract cases,and is virtually never applied against tort claimants.3.pierce 刺破，捅破veil 面罩，面纱；托词，藉口However,this shield(limited liability)is not complete: In a few very extreme cases,courts sometimes “pierce the corporate veil”,and hold some or all of the shareholders personally liable for the corporation‟s debts.4.siphon 吸取，抽there are a number of factors that seem to be important components pf courts‟decisions to pierce:whether the defendant stockholders have engaged in fraud or wrongdoing (knowingly siphoning ort all the profits of the corporation).5.scenario 方案scenario 1:…6.involuntary creditor:非自愿的债权人e.g:tort claimant7.inadequate capitalization 资本不实Inadequate capitalization is especially likely to be a key factor where the claimant is an “involuntary creditor ”who cannot be said to have willingly accepted the risk of inadequate capitalization.8.affirmative 肯定的，统一的；n.肯定，同意most courts require that there be either some affirmative fraud or wrongdoing by the shareholder,before the veil is pierced.9.rebut v.反驳，证明错误insurance as rebutting inference of undercapitalization 以买了保险作为资本不实责任的抗辩10.fraud 欺诈; fraudulent 欺诈的fraudulent conveyance 欺诈性的资产转移11.subsidiary 辅助的，次要的；子公司The courts probably have greater tendency to pierce the corporate veil in the parent/subsidiary context than in the individual shareholder situation.12.sobering 冷静的An individual‟s non-business assets are being taken is a more sobering thoughts to most courts.非执行那些非用于商业的资产，对法院来说是（考虑当事人利益的）更为平静的选择。

AFFILIATE（关联公司）is a corporation that is related to another corporation by shareholding or other means of control . It includes not only a parent or a subsidiary but also corporation that is under common control.AGGRESSOR CORPORATION(收购公司) is a corporation that attempts to obtain control of a publicly held corporation, often by a direct cash tender or public exchange offer to shareholders, but also possibly by way of merger, which requires agreement or assent of the target’s management.AMOTION(股东罢免董事决议) is the common law procedure by which a director may be removed for cause by the shareholders.ANTI-DILUTION PROVISIONS (反稀释条款)appear in convertible securities to guarantee that the conversion privilege is not affected by share reclassifications ,share splits, share dividends, or similar transactions that may increase the number of outstanding shares without increasing the corporate capital.APPRAISAL (小股东的股份买取请求权)in corporation law is limited statutory right granted to minority shareholders who object to specified fundamental transaction ,e.g. mergers in an appraisal proceeding a court determines the value of their shares and the corporation pays that value to the dissenting shareholders in cash ,The Model Business Corporation Act(1804)uses the term “dissenters rights to obtain payment for theirshares “to describe this right.ARTICLES OF INCORPORATION(公司设立章程)is the name customarily given to the document that is filed in order to form a corporation .Under various state statutes ,this document may be called the “certificate of incorporation ””charter””articles of association ,” or other similar name.ATTHORIZED SHARES (授权股份) are the shares described in the articles of incorporation which a corporation may issue .Modern corporate practice recommends authorization of more shares than it is currently planned to issueBONUS SHARES (免费赠股，即在缺乏对价的情况下发行的面值股份) are par value shares issued without consideration ,usually in connection with the issuance of preferred or senior securities , or debt instruments, Bonus shares are considered a species of watered shares and many impose a liability on the recipient equal to the amount of par value. BOOK V ALUE (账面价值) is the value of shares determined on the basis of the books of the corporation ,Using the corporation’s latest balance sheet ,the liabilities are subtracted from assets , an appropriate amount is deduced to reflect the interest of senior securities (preferred shares), and what remains is divided by the number of outstanding common shares to obtain the book value per share.BROKER(证劵经纪人)in a securities transaction , means a person whoacts as an agent for a buyer or seller, or an intermediary between a buyer and seller, usually charging a commission .A broker who specializes in shares ,bonds ,commodities, or options must be registered with the exchange where the specific securities are traded. A broker should be distinguished from a dealer who, unlike a broker, buys or sells for his own account. Securities firms typically act as dealers and brokers, depending on the security involved.BYLAWS(公司附属章程) are the formal rules of internal governance adopted by a corporation , State corporation statutes contemplate that every corporation will adopt bylaws , though special close corporation statutes may make bylaws optional for qualifying close corporations.C CORPORATION (C类公司)is a corporation that is subject to federal income tax at the corporation level. See S Corporation.CALL FOR REDEMPTION (请求赎回) See: redemptionCALLS (购买证劵选择权) are options to buy securities at a stated price for a stated period. Calls are written on a variety of indexes, foreign currencies, and other securities. The person who commits himself of herself to sell the security upon the request of the call holder is referred to as the call writer; the act of making the purchase of the securities pursuant to the call option is referred to as exercise of the option. The price at which the call is exercisable is the strike price .See also: puts CAPITAL STOCK (资本股票) is another phrase for common shares ,often used when the corporation has only one class of shares outstanding. CAPITAL SURPLUS(资本余额) in the old Model Business Corporation Act nomenclature, is an equity or capital account which reflects the capital contributed for shares not allocated to stated capital :the excess of issuance price over the par value of issued shares or the consideration paid for no par shares allocated specifically to capital surplusCASH FLOW(现金合并) is a merger transaction in which certain shareholders or interest in a corporation are required to accept cash for their shares.CASH TENDER OFFER（收购要约)is a technique by which an aggressor seeks to obtain control of a target corporation by making a public offer to purchase a specified fraction (usually a majority)of the target corporation’s shares from persons who tender their shares.CEO(首席执行官)stands for “chief executive officer” of a publicly held corporation. CEO is a preferred and useful designation because official titles of such persons vary widely from corporation to corporation.CFO(首席财务官)stands for “chief financial officer”CLO(首席财务官)stands for “chief legal officer”COO(首席经营官)stands for” chief operation officer”CERTIFICATE OF INCORPORATION (公司成立证书)in most states is the document prepared by the secretary of state that evidences the acceptance of articles of incorporation and the commencement of thecorporate existence. In Delaware the certificate of incorporation is the name given to the document filed with the secretary of state .The Model Business Corporation Act(1984)has eliminated certificates of incorporation , requiring only a fee receipt.CHARTER(公司章程)may mean (i)the document filed with the secretary of state, i.e. the articles of incorporation, or (ii)the grant by the state of the privilege of conducting business with limited liability. Charter is often used in a colloquial sense to refer to the basic constitutive documents of the corporation.CLASS A SHARES (A类股份)See participating preferred shares. CLASS VOTING (种类表决权)See：voting groupCLASSIFIED BOARD OF DIRECTORS (分类董事会)may refer either (1)to a board of directors of which the individual members are elected by different classes of shares or (2)to a board of directors of which one-third or one-half are elected each year. See staggered boardCLOSE CORPORATION or CLOSELY HELD CORPORATION (内部控股公司)is a corporation with relatively few shareholders and no regular markets for its shares .Close corporations usually have never made a public offering of shares and the shares themselves may be subject to restriction on transfer. Close and Closely held are synonymous. COMMON SHAREHOLDERS(普通股东)are holders of common shares, the ultimate owners of the residual interest of a corporation.COMMON SHARES(普通股份)represent the residual ownership interests in the corporation . Holders of common shares select directors to manage the enterprise, are entitled to dividends out of the earnings of the enterprise declared by the directors, and are entitled to a per share distribution of whatever assets remain upon dissolution after satisfying or making provisions for creditors and holders of senior securities. CONSOLIDATION(公司的新设合并)is an amalgamation of two corporation pursuant to statutory provision in which both of the corporations disappear and a new corporation is formed. The Model Business Corporation Act (1984) eliminates the consolidation as a distinct type of corporate amalgamation.CONTROL OF A CORPORATION BA A PERSON(人对公司的控制)normally means that a person has power to vote a majority of the outstanding shares. However, control may be reflected in a significantly smaller block if the remaining shares are scattered in small, disorganized holding.CONTROL PERSON(控制人)in securities law is a person who is deemed to be in a control relationship with the issuer. Sales of securities by control person are subject to many of the requirements applicable to the sale of securities directly by the issuer. In addition, controlling person have a duty under ITSFEA to prevent insider trading by persons under their control.CONVERSON CECURITIES(转换证券)are the securities into which convertible securities may be converted.CONVERTIBLE SECURITIES(可转换证券)are securities that include the right of exchanging the convertible securities, usually preferred shares or debentures, at the option of their holders, for a designated number of shares of another class, usually common shares, called the conversion securities. The ratio between the convertible and conversion securities is fixed at the time the convertible securities are issued, and is usually protected against dilution.CO-PROMOTERS(共同发起人)See: promoters.CORPORATE OPPORTUNITY(公司机会)is a fiduciary concept that limits the power of officers, directors, and employees to take personal advantage of opportunities that belong to the corporation. CORPORTION BY ESTOPPEL(禁反言的公司)is a doctrine which prevents a third person from holding an “officer,”“director,”or “shareholder”of an nonexistent corporation personally liable on an obligation entered in the name the nonexistent corporation on the theory that the third person relied on the existence of the corporation and is now “estopped” from denying that the corporation existed.CUMULATIVE VOTING(累积投票权)is a method of voting that allows substantial minority shareholders to obtain representation on the board of directors. When voting cumulatively, a shareholder may cast all of his orher available votes in an election in favor of a single candidate.D﹠O INSURANCE(董事与经理保险)refers to directors’and officers’liability insurance. Such insurance, which is widely available commercially, insures persons against claims based on negligence, failure to disclose, and to a limited extend, other defalcations. D﹠O insurance provides coverage against expense and to a limited extend fines, judgments, and amounts paid in settlement.DEADLOCK(僵局)in a closely held corporation arises when a control structure permits one or more factions of shareholders to block corporate action if they disagree with some aspect of corporate policy. A deadlock often arises with respect to the election of directors, e.g., by an equal division of shares between two factions, but many also arise at the level of the board of directors itself.DEEP ROCK DOCTRINE(“深石”法理)is a principle in bankruptcy law by which unfair or inequitable claims presented by controlling shareholders of bankrupt corporations may be subordinated to claims of general or trade creditors. The doctrine received its name from the corporate name of the subsidiary involved in the leading case articulating the doctrine.DE FACTO CORPORATION(事实上的公司)at common law is a partially formed corporation that provides a shield against personal liability of shareholders for corporation obligations; such a corporationmay be attacked by the state.DE FACTO MERGER(事实上的公司吸收合并)is a transaction that has the economic effect of a statutory merger but is cast in the form of an acquisition of assets or an acquisition of voting stock and is treated by a court as if it were a statutory merger.DE JURE CORPORATION(法律上的公司)at common law is a corporation that is sufficiently formed to be recognized as a corporation for all purposes. A de jure corporation may exist even though some minor statutory requirements have not been fully complied with.DELECTUS PERSONAE(合伙人对新合伙人入伙的接受或拒绝)is a Latin phrase used in partnership law to describe the power each partner possesses to accept or reject proposed new members of the firm. DEPOSITORY TRUST CIRPORATION(保管信托公司)is the principle central clearing agency for securities trades. See: book entry.DERIV ATIVE SUIT(代表诉讼)is a suit brought by a shareholder in the name of a corporation to correct a wrong done to the corporation. DISCOUNT SHARES(折价发行的股份)are par value shares issued for cash less than par value. Discount shares are a species of watered shares or watered stocks.DISSENSION(公司内部诉讼)in a closely held corporation refers to personal quarrels or disputes between shareholders that may make business relations unpleasant and interfere with the successful operationof the business. Dissension may occur without constitution oppression or causing a deadlock or adversely affect the corporation＇s business. DISSENTERS’RIGHT(异议股东的权利)See: appraisal. DISTRIBUTION(分配)is a payment to shareholders by a corporation. If out of present or past earnings it is a dividend. The word describing is sometimes accompanied by a word describing the source or purpose of the payment, e.g. Distribution of Capital Surplus, or Liquidating Distributing.DIVIDEND(股利)is a payment to shareholders from or out of current or past earnings.DOWN STREAM MERGER(下游公司吸收合并)is the merger of a parent corporation into its subsidiary.EARNINGS PER SHARE(每股收益)equals a firm’s net income divided by the number of shares held by shareholders.EQUITY or EQUITY INTEREST(股东权或者股东权益)are financial terms that refer in general to the extent of an ownership interest in a venture. In this context, equity refers not to a legal concept but to the financial definition that an owner’s equity in a business is equal to the business’s assets minus its liabilities.EQUITY INANCING(股权融资)is raising money by the sale of common shares or preferred shares.EQUITY SECURITY(股权证券)is a security that represents anownership interest in the business, i.e. Common or preferred shares.EX DIVIDEND(除息日)refers to the date on which a purchaser of publicity traded shares is not entitled to receive a dividend that has been declared and the seller of such shares is entitled to retain the dividend. The ex dividend date is a matter of agreement or of convention to be established by the securities exchange.EX RIGHTS(除权日)refers to the date on which a purchaser of publicity traded shares is not entitled to receive rights that have been declared on the shares.FACE V ALUE(面值)is the value of a bond , note, mortgage, or other security, as stated on the certificate or instrument, payment upon maturity of the instrument. Face value is also often referred to as the par value or nominal value of the instrument.FORCED CONVERSION(强制转换)refers to a conversion of a convertible security that follows a call for redemption at a time when the value of the conversion security is greater than the amount that will be received if the holder permits the security to be redeemed.FREEZE-OUT MERGER(排挤或公司吸收合并). See: cash merger. GENERAL PARTNERS(普通合伙人)are partners that participate in management of the business. General partner is traditionally used in contrast with limited partner in a limited partnership, but general partner is also sometimes used to refer to any partner in a general partnership. Ageneral partner is liable for the obligations of the business if the partnership has not elected to be a limited liability partnership.GOING PRIV ATE(公司股份有公众持有改为经营者与大股东持有)refer to a transaction in which shareholders of a publicity held corporation are compelled to accept cash for their shares while the business continues to be owned by officers, directors, or large shareholders. A going private transaction may involve a merger of the publicity held corporation into a subsidiary in a cash merger.GOLDEN PARACHUTE(金降落伞)is a slang term for a lucrative contract to a top executive of a corporation which provides additional benefits in cash the company is taken over and the executive is either forced to leave the target company or voluntarily leaves it. A golden parachute may include severance pay, stock options, or a bonus payable when the executive’s employment at the company ends.HOLDING COMPANY(控股公司)is a corporation that owns a majority of the shares of one or more other corporations. A holding company is not engaged in any business other than the ownership of shares. See: investment companies.INCORPORATORS(公司设立人)are the person or the persons who execute the articles of incorporation. Historic restrictions on who may serve as incorporators have largely been eliminated.INDEPENDENT DIERCTORS(独立董事)as directors of a publicity heldcorporation who are not officers or executive of the corporation and have no substantial direct or indirect financial interest in transactions with the corporation.INSIDE DIRECTORS(内部董事)are directors of a publicity held corporation who hold executive positions with management.INSIDER(内幕人)is a term of uncertain scope that refers to persons having some relationship to a corporation, and whose securities trading on the basic of nonpublic information may be a violation of law. Insider is broader than inside director.INSIDER TRADING(内幕交易)refers to transactions in shares of publicity held corporation by person with inside or advance information on which the trading is based. Usually the trader himself is an insider with an employment or other relationship of trust and the confidence with the corporation.INSTITUTIONAL INVESTORS(机构投资者)are large investors who largely invest other person’s money, e.g. mutual funds, pension funds, insurance companies, and others.INTERLOCKING DIRECTORS(连锁董事)are persons who serve simultaneously on the boards of directors of two or more corporations that have dealings with each other.INVESTMENT COMPANIES(投资公司)are corporations that are engaged in the business of investing in securities of other businesses. Themost common kind of investment company is the mutual fund. An investment company differs from a holding company in that the latter seeks control of the ventures in which it invests while an investment company seeks investment for its own sake and normally diversifies its investments.ISSUED SHARES(已发行股份)are shares a corporation has actually issued and has not canceled.JOINT VENTURE(合资企业)is a limited purpose partnership largely governed by the rules applicable to partnerships. In an earlier day, many states permitted corporations to participate in joint ventures but treated as ultra virus an attempt by a corporation to become a partner in a general partnership.LEVERAGE(杠杆)refers to the advantages that may accrue to a business though the use of debt obtained from third persons in lieu of contributed capital. Third party debt improves the earnings allocable to contributed capital if the business earns more on each dollar invested than the interest cost of borrowing funds.LEVERAGED BUYOUT (or “LOB”) (杠杆式收购)is a transaction by which an outside entity purchases all the shares of a public corporation primarily with borrowed funds. Ultimately the debt incurred to finance the takeover is assumed by the acquired business. If incumbent management has a financial and participatory interest in the outside entity,the transaction may be referred to as a management buyout or MBO. LIMITED LIABILITY COMPANY (usually called an LLC)(有限责任公司)is an unincorporated business from that provides limited liability for its owners and may be taxed as a partnership. To created an LLC, a certificate must be filed with a state official.LIMITED LIABILITY PARTNERSHIP (usually called an LLP) (有限责任合伙)is a general partnership that has elected to register under state statutes that provide some protection against liability for actions of co-partners. To create an LLP a certificate, renewable annually, must be filed with a state official.LIMITED LIABILITY LIMITED PARTNERSHIP (usually called an LLLP)(有限责任有限合伙)is a limited partnership that has elected to register under state statutes that provide some protection for general partner against liability for actions of other general partners. To create an LLLP a certificate, renewable annually, must be filed with a state official. LIMITED PARTNERSHIP(有限合伙)is a partnership consisting of one or more limited partners (whose liability for partnership debts is limited to the amount originally invested) and one or more general partners. To create a limited partnership a certificate must be filed with a state official. MERGER(公司吸收合并)is an amalgamation of two corporations pursuant to statutory provision in which one of the corporations survives and the other disappears.NASDAQ(纳斯达克)is an acronym for “Nations Association of Securities Dealers Automated Quotations” and is the principal recording device for transactions on the over-the-counter market.NEW ISSUE(初次发行)is a security being offered to the public for the first time. The distribution of new issues is usually subject to SEC rules. New issues may be initial public offerings by previously private companies or additional securities offered by public companies.NON-CALLABLE(不可赎回的)preferred shares or bonds are securities that cannot be redeemed at the option of the issuer.NON-CUMULATIVE VOTING or STRAIGHT VOTING(非累积性投票或直接股票)limits a shareholder to voting no more than the number of shares he or she owns for a single candidate.NONVOTING COMMON SHARES(无表决权普通股)are shares that expressly have general power to vote for directors and for other issues coming before the shareholders. Nonvoting shares may be entitled to vote as a separate voting group on certain proposed changes adversely affecting that class as such.NO PAP SHARES(无面值股份)are shares issued under a traditional par value statute that are stated to have no par value. Such shares may be issued for the consideration designated by the board of directors. In many respects no par shares do not differ significantly from par value shares. In state that have abolished par value, the concept of no par value shares isobsolete.OUTSIDE DIRECTORS(外部董事)are directors of publicly held corporations who do not hold executive positions with management. Outside directors, however, may include investment bankers, attorneys, or other who provide advice or services to incumbent management and thus have financial ties with management.OVER-THE-COUNTER (柜台市场)refers to the NASDAQ securities market which consists of brokers who purchase or sell securities by computer hook-up or telephone rather than through the facilities of a securities exchange.PAR V ALUE or STATED V ALUE(票面价值或者载明价值）of share is an arbitrary or nominal value assigned to each other share. At one time par value represented the selling or issuance price of shares, but in modern corporate practice, par value has little or no significance. Shares issued for less than par value are usually referred to as watered shares. The Model Business Corporation Art(1984) and the statutes of many states has eliminated the concept of par value.PARTICIPATING PREFERRED SHARES(可参加的优先股)are preferred shares that, in addition to paying a stipulated dividend, give the holder the right to participate with the common shareholders in additional distributions of earnings, if declared, under specified conditions. Participatory preferred shares may be called class A common or given asimilar designation to reflect their open-ended rights.PAYABLE DATE(股利支付日)is the date on which a dividend or distribution is actually paid to a shareholder.POISON PILL(毒药丸)is an issue of shares by a corporation as a protection against an unwanted takeover. A poison pill creates rights in existing shareholders to acquire debt or stock of the target (or of the aggressor upon a subsequent merger) upon the occurrence of specified events, such as the announcement of a cash tender offer or the acquisition by an outsider of a specified percentage of the shares of the target. A poison pill raises the potential cost of an acquisition, usually thereby compelling the aggressor to negotiate with the target in order to persuade it to withdraw the pill.POOLING AGREEMENT(集合投票协议)is a contracture arrangement among shareholders relating to the voting of their shares. PREEMPTIVE RIGHTS(优先权)given an existing shareholder the opportunity to purchase or subscribe for a pro proportionate part of a new issue of shares before it is offered to other persons. Its purpose is to protect shareholders from dilution of value and control when new shares are issued. In modern statutes, preemptive rights may be limited or denied.PREFERRED SHARES(优先股份)are shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, aheadof common shareholders. Preferred shares are usually entitled only to receive specified limited amounts as dividends or on liquidation. PREFERRED SHAREHOLDERS’CONTRACT(优先股东的合同)refers to the provisions of the articles of incorporation, the bylaws, or the resolution of the board of directors, creating and defining the rights of holders of the preferred shares in question. Preferred shareholders have only limited statutory or common law rights outside of the preferred shareholders’ contract. Provisions creating and defining the rights of the holders of preferred shares may usually be amended without the consent of each individual holder of preferred shares if they are approved by the holders of the class of preferred shares.PREINCORPORATION SUBSCRIPTION(公司设立前认购). See: subscription.PROMOTERS(发起人)are persons who develop or take the initiative in funding or organizing a business venture. Where more than one promoter is involved in a venture, their described as co-promoters.PROXY(投票代理人)is a person authorized to vote someone else’s shares. Depending on the context, proxy may also refer to the grant of authority itself (the appointment), or the document grating the authority (the appointment form).PUBLIC OFFERING(公开募集股份)involves the sales of securities by an issuer or a person controlling the issuer to members of the public.Generally, any offering that is not exempt under Regulation D or the private offering exemption of the Securities Act of 1933 and/or similar exemptions under state blue sky law is considered a public offering. Normally registration of a public offering under those statutes is required though in some instance other exemptions from registration may be available.PUBLIC HELD CORPORATION(公开上市公司)is a corporation with shares held by numerous persons. Shares of publicly held corporations are usually trade either on a securities exchange or over-the-counter. RECAPITALIZATION(公司资产重组)is are restructuring of the capital of the corporation through amendment of the articles of incorporation or a merger with a subsidiary or parent corporation. Recapitalization may involve the elimination of unpaid cumulated preferred dividends, the reduction or elimination of par value, the creation of new chasses of senior securities, or similar transactions. A leveraged recapitalization involves the substitution of debt for equity in the capital structure. REDEMPTION(赎回)means the reacquisition of a security by their issuer persuade to a provision in the security that specifies the terms on which the reacquisition may take place. Typically, a holder of a security that has been called for redemption will have a limited period thereafter to decide whether or not to exercise a conversion right, if one exists. REGISTERED CORPORATION(登记公司)is a publicly heldcorporation which has registered a publicity held class of securities under section 12 of the Securities Exchange Act of 1934. Section 12 may apply to issuers other than corporations. The registration of an outstanding issue under this section of the 1934 Act should be contrasted with the registration of a public distribution under the Securities Act of 1933. REGISTRATION(登记)of an issue of securities under the Securities Act of 1933 permits the public sale of those securities in interstate commercial or with the use of the mails. That registration should be distinguished from the registration of already publicly held classes of securities under the Securities Exchange Act of 1934. REORGANIZATION(公司重组)is a general term describing corporate amalgamations or readjustments. The classification of the Internal Revenue Code is widely used in general corporate literature. A Class A reorganization is a statutory merger or consolidation (i.e. pursuant to the business corporation act of a specific state). A class B reorganization is a transaction by which one corporation exchange s its voting shares for the voting shares of another corporation. A class C reorganization is a transaction in which one corporation exchange s its voting shares for the property and assets of another corporation. A class D reorganization is a “spin off” of assets by one corporation to a new corporation. A class E reorganization is a recapitalization. A class F reorganization is a “mere change of identity, form, or place of organization, however effected.” A。

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

公司法重要概念1、企业(我国法学)：以营利为目的从事商品生产经营活动和商业服务的企业2、（1）Company（英）：一定数量的自然人为了共同目的，往往是以营利为目的进行经营，而结成的社团，也指适合于规模太大以致无法以合伙运作而采用的一种组织形式。

（2）corporation（美）：依据法律授权而注册成立，具有法定组织结构和法人资格的实体。

（company在美国泛指一切商业企业，无论其是否经过注册，也无论其是否具有法定组织结构和法人资格。

）我国公司类型适用“corporation”3、我国公司法的公司：有限责任公司和股份有限公司4、（1）社团：指为一定目的由二人以上所组织的团体。

（2）财团：又称“目的财产”，指一定目的财产为成立基础的组织体。

5、（1）人合公司，指以股东个人的信用而非公司资本作为信用基础的公司。

（2）资合公司，指以公司的资本而非股东个人信用作为信用基础的公司。

（3）人合兼资合公司，指公司兼以股东个人的信用和资本信用为信用基础的公司。

6、（1）公营公司，指政府独资经营，或者政府与私人合资经营而政府资本超过50%或政府在经营管理中起决定性作用的公司。

（2）民营公司（私营公司/私人公司），指公司完全由私人投资经营或者私人与政府合资经营而政府资本超过50%的公司。

7、（1）母公司，指因拥有其他公司一定比例股份或者根据协议可以直接或间接控制或支配其他公司的公司，是一种控股公司。

又分为纯粹的控股公司，只可以控制股份；混合的控股公司，既控制股份又从事其他业务。

控股的方式：持有50%以上的股份或者签订协议。

（2）子公司，指全部股份或达到控股程度的股份被另一个公司控制，或者依照协议被另一公司实际控制的公司。

子公司是独立法人，有独立的法律人格，以自己的名义从事经营并以自己的财产独立承担责任。

8、（1）总公司（本公司），是管辖公司全部组织的总机构，至少具有三个以上分支机构。

（2）分公司，指被总公司所管辖的公司分支机构，不具有法人资格，仅为总公司的附属机构，但仍有经营资格，需办理营业登记并领取《营业执照》，可以自己的名义独立订立合同，也可以自己的名义参加诉讼。