2014年公司法英文版(国家法制办发行版)

Company Law of the People's Republic of China 【Title】 Company Law of the People's Republic of China (2013 Amendment) [Effective] CLI.1.218774(EN) Date issued:    12-28-2013 Issuing authority:    Standing Committee of the National People's Congress Document Number：Order No.8 of the President of the People's Republic of China Company 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; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013) 目录 Chapter I General Provisions    3 Chapter II Establishment and Organizational structure of A Limited Liability Company    7 Section 1 Establishment    7 Section 2 Organization Structure    9 Section 3 Special Provisions on One-person Limited Liability Companies    14 Section 4 Special Provisions on Wholly State-owned Companies    15 Chapter III Transfer of Stock Right of A Limited Liability Company    17 Chapter IV Establishment and Organizational structure of A Joint Stock Limited Company    18 Section 1 Establishment    18 Section 2 Shareholders' Assembly    22 Section 3 The Board of Directors and Manager    25 Section 4 Board of Supervisors    26 Section 5 Special Provisions on the Organizational structure of A Listed Company    27 Chapter V Issuance and Transfer of Shares of A Joint Stock Limited Company    28 Section 1 Issuance of Shares    28 Section 2 Transfer of Shares    30 Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company    31 Chapter VII Corporate Bonds    34 Chapter VIII Financial Affairs and Accounting of A Company    35 Chapter IX Merger and Split-up of Company; Increase and Deduction of Registered Capital    37 Chapter X Dissolution and Liquidation of Company    38 Chapter XI Branches of Foreign Companies    41 Chapter XII Legal Liabilities    42 Chapter XIII Supplementary Provisions    45 Chapter I General Provisions Article 1 This Law is enacted 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 company limited set up within the territory of the People's Republic of China according to the provisions of this Law. Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the right to legal person property. It shall bear the liabilities for its debts with all its property. For a limited liability company, a shareholder shall be liable for the company to the extent of the capital contributions it has paid. For a joint stock limited company, a shareholder shall be liable for the company to the extent of the shares it has 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 conducting 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 general public, and bear social responsibilities. The legitimate rights and interests of a company shall be protected by laws and may not be trespassed. Article 6 To establish a company, an application for establishment registration shall be filed with the company registration authority. If the application meets the establishment requirements of this Law, the company registration authority shall register the company as a limited liability company or joint stock limited company. If the application does not meet the establishment requirements of this Law, it shall not be registered as a limited liability company or joint stock limited company. If any law or administrative regulation provides that the establishment of a company shall be subject to approval, and relevant approval formalities shall be gone through prior to the registration of the company. The general public may go to a company registration authority to search and consult the registration information filed by a company and the authority shall provide the research services for the public. Article 7 For a lawfully established company, the company registration authority shall issue a company business license to the company. 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, business scope, legal representative, etc. If any of the items as stated in the business license is changed, the company shall modify the registration and the company registration authority shall replace its old business license by a new one.