法律英语：Company law 公司法
法律英语知识点归纳
法律英语知识点归纳法律英语是指在法律领域中使用的英语语言和术语。
对于从事国际商法、国际仲裁、国际贸易等方面的工作人员来说，掌握法律英语是非常重要的。
本文将详细介绍一些常用的法律英语知识点。
一、法律体系及法律原则1. Common Law（普通法）：源于英国的法律制度，以判例为基础，注重司法判决的先例。
2. Civil Law（民法）：法律体系以法典为基础，强调通过法典和条例规范法律事务。
3. Statute（法令）：由立法机关制定通过的具有法律效力的规定。
4. Case Law（判例法）：法院对特定案件的判决和裁决形成的先例，对类似案件具有法律约束力。
5. Precedent（先例）：判决或裁决后的法律准则，被认为可以指导类似案件的判决。
6. Hierarchy of Laws（法律等级）：指不同法律的优先级别，一般按照宪法、法令、法律、法规、命令、条例等顺序排列。
二、合同法1. Contract（合同）：双方达成的协议，包括权利和义务。
2. Offer（提议）：要约，表明愿意与他人达成协议。
3. Acceptance（接受）：对提议的同意。
4. Consideration（对价）：作为一方履行合同义务的回报。
5. Breach of Contract（违约）：未能按照合同约定履行义务。
6. Force Majeure（不可抗力）：无法预见或控制的事件，免除违约责任。
7. Jurisdiction（管辖权）：法院对案件有管辖权的能力。
8. Damages（赔偿金）：违约方需支付给另一方的经济损失补偿。
9. Termination（终止）：合同约定的条件下，解除合同关系。
三、知识产权法1. Intellectual Property（知识产权）：由创造性思维产生的无形资产。
2. Copyright（版权）：保护个人作品的权益。
3. Patent（专利）：保护新发明的独特性和可产业化的权益。
4. Trademark（商标）：区分商品来源的标志。
company law 美国公司法
PLEASE NOTEThis document, prepared by the Legislative Counsel Office, is an office consolidation of this Act, current to November 1, 2003. It is intended for information and reference purposes only.This document is not the official version of the Act. The Act and the amendments as printed under the authority of the Queen’s Printer for the province should be consulted to determine the authoritative statement of the law.For more information concerning the history of this Act, please see the Table of Public Acts.If you find any errors or omissions in this consolidation, please contact:Legislative Counsel OfficeTel: (902) 368-4291Email: legislation@gov.pe.caCHAPTER C-14COMPANIES ACT1. In this Act Definitions(a) “company” means a company incorporated by letters patent under this Act;company(b) “Director” means the Director of Corporations appointed undersection 2;Director (c) “letters patent” means the letters patent incorporating a companyfor any purpose contemplated by this Act;letters patent (d) “Minister” means the Attorney General; Minister(e) “private company” means a company as to which by special Act, letters patent, or supplementary letters patentprivate company(i) the right to transfer its shares is restricted,(ii) the number of its shareholders, exclusive of persons who arein the employ of the company, is limited to fifty, two or morepersons holding one or more shares jointly being counted as asingle shareholder,(iii) an invitation to the public to subscribe for any shares,debentures or debenture stock of the company is prohibited;(f) “public company” means a company not being a private company;public company(g) “real estate” or “land” includes all immovable real property ofevery kind; real estate or land(h) “shareholder” means every subscriber to, or holder of stock in the company, and extends to and includes the personalrepresentatives of the shareholders;shareholder(i) “supplementary letters patent” means any letters patent granted for the increasing or reducing of the capital stock of a company, or extending the powers of the company to other objects or purposes;supplementaryletters patent(j) “undertaking” means the whole of the works and business of every kind which the company is authorized to carry on. R.S.P.E.I.1974, Cap. C-15, s.1; 1984, c.14, s.1; 1993, c.29, s.4; 1997, c.20,s.3; 2000,c.5,s.3.undertaking1.1 For the purposes of this ActAffiliated, subsidiary and holding bodies corporate (a) one body corporate is affiliated with another body corporate ifone of them is the subsidiary of the other or both are subsidiaries of12 Cap. C-14 Companies Actthe same body corporate or each of them is controlled by the sameperson;(b) if two bodies corporate are affiliated with the same bodycorporate at the same time, they are deemed to be affiliated witheach other;(c) a body corporate is controlled by a person or by two or morebodies corporate if(i) shares of the body corporate to which are attached more thanfifty per cent of the votes that may be cast to elect directors of thebody corporate are held, other than by way of security only, by orfor the benefit of that person or by or for the benefit of thosebodies corporate, and(ii) the votes attached to those shares are sufficient, if exercised,to elect a majority of the directors of the body corporate;(d) a body corporate is the holding body corporate of another if thatother body corporate is its subsidiary;(e) a body corporate is a subsidiary of another body corporate if(i) it is controlled by(A) that other body corporate,(B) that other body corporate and one or more bodiescorporate, each of which is controlled by that other bodycorporate, or(C) two or more bodies corporate, each of which is controlledby that other body corporate, or(ii) it is a subsidiary of a body corporate that is a subsidiary ofthat other body corporate. 2003,c.33,s.1.PART I2. There shall be a Director of Corporations appointed pursuant to the Civil Service Act R.S.P.E.I. 1988, Cap. C-8 who shall carry out suchfunctions as may be conferred on him by this or any other Act. 1984,c.14, s.2.Director ofCorporations 2.1 Where the signature of the Director or the Minister is required on anyletters patent, certificate or other document issued under this Act, thesignature may be printed, stamped or otherwise mechanically reproducedthereon. 1994, c.48, s.6.Signatures 3. The provisions of this Act relating to matters preliminary to the issueof letters patent or supplementary letters patent are directory only, and noletters patent or supplementary letters patent issued under this Act arevoid or voidable on account of any irregularity or insufficiency in respectof any matter preliminary to the issue thereof. 1984, c.14, s.2. Irregularity preliminary to issue of letters patent2Companies Act Cap.C-1434. The Minister may, by letters patent, grant a charter to one or more persons who apply therefor, constituting that person and others who may become shareholders in the company thereby created, a body corporate and politic for any purposes or objects to which the legislative authority of the Legislature extends, except trust companies and insurance companies. 1984, c.14, s.2. Power to grant charter by letters patent5. The Lieutenant Governor in Council may designate the seal of officeto be used by the Minister as the seal under which letters patent may be granted. 1984, c.14, s.2.Seal6. The applicants for letters patent, who must be of full age, shall file in the office of the Director an application setting forth the following particulars: Application, details of(a) the proposed corporate name of the company, the last word of which shall be the word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the abbreviation “Ltd.”, “Ltée.”, “Inc.” or “Corp.”;(b) whether the company is a private company or a public company;(c) the purposes for which its incorporation is sought;(d) the place within the province where the registered office is to be situated;(e) the proposed amount of its capital stock;(f) the number of shares and the amount of each share; and in the case of shares without nominal or par value, the maximum aggregate amount for which such shares may be issued or allotted except where all such shares are stated in the application to be issued or allotted for a consideration other than cash, in which case the total value of such consideration shall be stated;(g) where the shares are to be of more than one class, the special rights, preferences, restrictions, conditions and limitations attaching to each class of shares;(h) the name in full and the address and calling of each of the applicants, with special mention of the names of those who are to be the first or provisional directors of the company;(i) the names and addresses of the beneficial owners of the shares in the company and the proportion of the total number of shares to be subscribed by each beneficial owner. 1984, c.14, s.2.7. (1) The application shall be in the form prescribed by regulations, and may ask to have embodied in the letters patent any provision that could under this Act be contained in a bylaw of the company, which provision so embodied shall not, unless power is given therefor in the letters patent or supplementary letters patent, be subject to repeal or alteration by bylaw. Entrenched provision34 Cap. C-14 Companies Act(2) Any similar provision that is embodied in any supplementaryletters patent shall not, unless power is given therefor in thesupplementary letters patent, be subject to repeal or alteration by bylaw.1984, c.14, s.2.Idem 8. (1) The signatures of the applicants shall be witnessed.Signatures witnessed (2) The application may be executed by the attorneys of the applicantsduly authorized in writing.Execution by attorneys (3) The application shall be accompanied by a statement given by apractising attorney in the province to the effect that, in his opinion, theprovisions of this Act relating to the application have been compliedwith. 1984, c.14, s.2.Attorney's statement 9. (1) Before the letters patent are issued the applicants shall establish tothe satisfaction of the Director the sufficiency of their application and thetruth and sufficiency of the facts therein set forth, and that the proposedname is not the name of any other known corporation or association,incorporated or unincorporated, or of any syndicate or partnership or ofany individual or any name under which any known business is beingcarried on or so nearly resembling the same as to be liable to be confusedtherewith, or otherwise on public grounds objectionable.Matters to be shown before issue of letters patent (2) Proof of any matter that may be necessary to be made under thisAct may be by affidavit sworn before the Director or before any justiceof the peace, notary public or commissioner for taking affidavits. 1984,c.14, s.2.Proof 10. (1) The letters patent shall recite such of the established averments inthe application as seem expedient to the Director.Contents of letters patent (2) The Minister may give to the company a corporate name differentfrom that proposed by the applicants if the proposed name isobjectionable.Corporate name (2.1) If requested to do so by the applicants the Director shall assign tothe corporation as its name a designating number determined by theDirector.Designated number as name (3) In the case of any misnomer, misdescription or clerical error in theletters patent or supplementary letters patent, the Minister may direct thecorrection thereof, and upon so doing shall cause notice of the correctionto be published in the Gazette. 1984, c.14, s.2; 1994, c.48, s.6.Corrections 11. The Minister shall give notice of the granting of letters patent bypublication of a notice in the Gazette in the form prescribed byregulations. 1984, c.14, s.2. Notice of grant of letters patent4Companies Act Cap.C-14512. (1) The Director may, on request and on payment of the prescribed fee, reserve any name which may be desired by an intended company for such time as he may allow. Reservation of corporate name(2) The Director may, on request of any corporation incorporated under the laws of Canada or any province thereof and on payment of the prescribed fee, register the name of that corporation and on registration no other company may be incorporated under this Act by that name. 1984, c.14, s.2. Registration of corporate name13. (1) Any or all of the shares of any company may be issued withoutany nominal or par value, but there must be included in its letters patent,the following statements:Shares, value of(a) the total number of shares that may be issued by the company;(b) the number of shares, if any, which are to have a par value andthe par value of each;(c) the number of shares which are to be without par value; and(d) either one of the following clauses:(i) the capital of the company shall be at least equal to the sum ofthe aggregate par value of all issued shares having par value,plus.....dollars (the blank space being filled in with some numberrepresenting one dollar or more) in respect to every issued sharewithout par value, plus such amounts as, from time to time, bybylaw of the company, may be transferred thereto, or(ii) the capital of the company shall be at least equal to the sum ofthe aggregate par value of all issued shares having par value, plusthe aggregate amount of consideration received by the companyfor the issuance of shares without par value plus such amounts as,from time to time, by bylaw of the company, may be transferredthereto.(2) There may also be included in the letters patent an additional statement that the capital shall not be less than …… dollars (the blank space being filled in with a number); such statements in the letters patent shall be in lieu of any statements prescribed by this Part, as to the amount of its capital stock or the number of shares into which the same shall be divided, or of which it shall consist. Statement of minimum capital(3) Subject to the designation, preferences, privileges and votingpowers or restrictions or qualifications granted or imposed in respect toany class of shares, each share with or without par value shall be equal toevery other share of the same class.Equality of shares(4) A company may issue and may sell its authorized shares without par value Sale of authorized shares by company(a) for such consideration as may be prescribed in the letters patent;56 Cap. C-14 Companies Act(b) for such consideration as is the fair market value of the shares, and in the absence of fraud in the transaction, the judgment of the board of directors as to that value is conclusive; (c) in the absence of fraud in the transaction, for such consideration as may be fixed by the board of directors pursuant to authority conferred in the letters patent; or (d) for such consideration as shall be consented to or approved by the holders of a majority of the shares entitled to vote at a meeting called in the manner prescribed by the bylaws, but the call for the meeting must contain notice of that purpose, and any and all shares issued as permitted by this section shall be deemed fully paid and non-assessable and the holder of the shares is not liable to the company or its creditors in respect thereto. 1984, c.14, s.2. 14. Every company incorporated under this Act may acquire, hold, alienate and convey real estate, sue and be sued, subject to any restrictions or conditions set forth in the letters patent and requisite for the carrying on of the undertaking of such company, have a common seal which may be altered at pleasure by the directors, and shall become and be invested with all rights, real and personal, held by or for the company under any trust created for its incorporation, and with all the powers, privileges and immunities necessary for the carrying on of its undertaking, as if it were incorporated by a special Act of the legislature, embodying all the provisions of this Part and of the letters patent. R.S.P.E.I. 1974, Cap. C-15, s.12. Powers of acompanyincorporated underthis Act15. (1) Every company incorporated under this Act shall have as ancillary and incidental to the purposes or objects set forth in the letters patent or supplementary letters patent the following powers unless such powers or any of them are expressly excluded by the letters patent or supplementary letters patent, namely Idem(a) to carry on any other business, whether manufacturing or otherwise, capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights; (b) to purchase or otherwise acquire and undertake all or any of the assets, business, property, privileges, contracts, rights, obligations and liabilities of any other company or any society, firm or person carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company; (c) to apply for, purchase or otherwise acquire any patents, patent rights, copyrights, trademarks, formulae, licenses, concessions and the like conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to any invention which6Companies Act Cap.7C-14may seem capable of being used for any of the purposes of thecompany, or the acquisition of which may seem calculated directlyor indirectly to benefit the company, and to use, exercise, develop orgrant licenses in respect of, or otherwise turn to account, theproperty, rights or information so acquired;(d) to amalgamate or enter into partnership or into any arrangementfor sharing of profits, union of interests, cooperation, jointadventure, reciprocal concession or otherwise, with any othercompany or any society, firm or person, carrying on or engaged in orabout to carry on or engage in any business or transaction which thecompany is authorized to carry on or engage in, or any business ortransaction capable of being conducted so as directly or indirectly tobenefit the company; and to lend money to, guarantee the contractsof, or otherwise assist any such company, society, firm or person,and to take or otherwise acquire shares and securities of any suchcompany, and to sell, hold, or otherwise deal with the same;(e) to take, or otherwise acquire and hold, shares, debentures orother securities of any other company having objects altogether or inpart similar to those of the company, or carrying on any businesscapable of being conducted so as, directly or indirectly, to benefitthe company, and to sell or otherwise deal with the same;(f) to enter into any arrangements with any government or authority,municipal, local or otherwise, that may seem conducive to thecompany's objects, or any of them, and to obtain from any suchgovernment or authority any rights, privileges, and concessionswhich the company may think it desirable to obtain, and to carry out,exercise and comply with any such arrangements, rights, privilegesand concessions;(g) to establish and support or aid in the establishment and supportof associations, institutions, funds, trusts and conveniencescalculated to benefit employees or ex-employees of the company orits predecessors in business, or the dependants or connections ofsuch persons, and to grant pensions and allowances, and to makepayments towards insurance, and to subscribe or guarantee moneyfor charitable or benevolent objects, or for any exhibition or for anypublic, general or useful object;(h) to promote any other company or companies for the purposes ofacquiring or taking over all or any of the property and liabilities ofthe company, or for any other purposes which may seem directly orindirectly calculated to benefit the company;(i) to purchase, take on lease or in exchange, hire, and otherwiseacquire and hold, sell or otherwise deal with any real and personalproperty and any rights or privileges which the company may thinknecessary or convenient for the purposes of its business and in78 Cap.C-14 Companies Actparticular any land, buildings, easements, machinery, plant andstock-in-trade;(j) to construct, improve, maintain, work, manage, carry out orcontrol any roads, ways, branches, or sidings, bridges, reservoirs,watercourses, wharves, manufactories, warehouses, electric works,shops, stores and other works and conveniences which may seemcalculated directly or indirectly to advance the company's interests,and to contribute to, subsidize or otherwise assist or take part in theconstruction, improvement, maintenance, working, management,carrying out or control thereof;(k) to lend money to any other company, or any society, firm orperson, having dealings with the company or with whom thecompany proposes to have dealings or to any other company any ofwhose shares are held by the company;(l) to draw, make, accept, endorse, discount, execute and issuepromissory notes, bills of exchange, bills of lading, warrants andother negotiable or transferable instruments;(m) to sell or dispose of the undertaking of the company or any partthereof as an entirety or substantially as an entirety for suchconsideration as the company may think fit, and in particular forshares, debentures or securities of any other company having objectsaltogether or in part similar to those of the company, if authorized soto do by the vote of the shareholders present or represented byproxy, at a general meeting duly called for considering the matter,and holding not less than two-thirds of the issued capital stockrepresented at such meeting;(n) to apply for, secure, acquire by grant, legislative enactment,assignment transfer, purchase or otherwise, and to exercise, carryout and enjoy any charter, license, power, authority, franchise,concession right or privilege, which any government or authority orany corporation or other public body may be empowered to grant,and to pay for, aid in and contribute towards carrying the same intoeffect, and to appropriate any of the company's shares, debentures,or other securities and assets to defray the necessary costs, chargesand expenses thereof;(o) to procure the company to be registered and recognized in anyforeign country or province of Canada, and to designate personstherein according to the laws of such foreign country or province ofCanada to represent the company and to accept service for and onbehalf of the company of any process or suit;(p) to adopt such means of making known the products of thecompany as may seem expedient, and in particular by advertising inthe press, by circulars, by purchase and exhibition of works of art or8Companies Act Cap.C-149interest, by publication of books and periodicals and by grantingprizes, rewards and donations;(q) to sell, improve, manage, develop, exchange, lease, dispose of,turn to account or otherwise deal with all or any part of the propertyand rights of the company;(r) to issue and allot fully or partly paid shares of the capital stock ofthe company in payment or part payment of any real or personalproperty purchased or otherwise acquired by the company or anyservices rendered to the company provided that a statement of theconsideration therefor be filed with the Director at or before theissue of said shares unless the same already appears in the petitionfor incorporation of the company;(s) to distribute among the shareholders of the company in kind,specie or otherwise as may be resolved, by way of dividend, bonusor in any other manner deemed advisable, any property or assets ofthe company or any proceeds of the sale or disposal of any propertyof the company and in particular any shares, bonds, debentures,debenture stock or other securities of or in any other companybelonging to the company, or of which it may have power todispose; but no such distribution shall effect a reduction of thecapital of the company, unless made in accordance with theprovisions of this Part;(t) to pay out of the funds of the company all or any of the expensesof or incidental to the formation and organization thereof, or whichthe company may consider to be preliminary;(u) to establish agencies and branches;(v) to invest and deal with the moneys of the company notimmediately required in such manner as may be determined;(w) to take or hold mortgages, hypothecs, warrants of attorney,judgments, liens and charges to secure payment of the purchaseprice, or for any unpaid balance of the purchase price of any part ofthe company's property of whatever kind sold by the company, orany money due to the company from purchasers and others and tosell or otherwise dispose of said mortgages, hypothecs, judgments,liens and charges;(x) to carry out all or any of the objects of the company and do all orany of the above things as principal, agent, contractor, or otherwise,and either alone or in conjunction with others;(y) to do all such other things as are incidental or conducive to theattainment of the objects and the exercise of the powers of thecompany.(2) Nothing in this section prevents the inclusion in the letters patent or supplementary letters patent of other powers in addition to or in Additional powers in letters patent910 Cap. C-14 Companies Actmodification of the powers mentioned in subsection (1). R.S.P.E.I. 1974,Cap. C-15, s.13; 1983, c.1, s.6.Change of corporatename16. (1) Any company incorporated under this Part, with the sanction of a special resolution of the company and with the approval of the Minister may change its name, and upon such change being made, the Director shall enter the new name upon the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case. (2) No alteration of name affects any rights or obligations of the company, or renders defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name. R.S.P.E.I. 1974, Cap. C-15, s.14; 1984, c.14, s.3. Affect of alterationon rights andobligations17. The company may, by a resolution passed by a vote of at least two-thirds in value of the total shareholders of the company, at a special general meeting called for the purpose, authorize the directors to apply for supplementary letters patent extending the powers of the company to such other purposes and objects within the purview of this Act, or reducing, limiting, amending or varying such powers or any of the provisions of the letters patent or supplementary letters patent issued to the company as may be defined in the resolution. R.S.P.E.I. 1974, Cap. C-15, s.15. Supplementaryletters patent,application for18. (1) The directors thereupon, and at any time within six months after the passing of the resolution referred to in section 17, may apply to the Minister, through the Director, for the issue of such supplementary letters patent. Petition forsupplementaryletters patent(2) The applicants must satisfy the Director of the passing of the resolution referred to in section 17. Proof of resolution(3) The Minister shall give notice of the granting of supplementary letters patent by publication of a notice in the Gazette in the form prescribed by regulations. R.S.P.E.I. 1974, Cap. C-15, s.16; 1984, c.14, s.4. Notice19. From the date of supplementary letters patent granted by the Minister the provisions of the existing letters patent or supplementary letters patent are amended as set out in the supplementary letters patent. 1984, c.14, s.5.Effect ofsupplementaryletters patent10Companies Act Cap. C-14 1120. All powers given to the company by the letters patent orsupplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Act. R.S.P.E.I. 1974, Cap. C-15, s.19. Powers ofcompanies subject to ActDirectors 21. (1) The affairs of every company shall be managed by a board of oneor more directors.(2) The minimum number of directors of a public company is three.R.S.P.E.I. 1974, Cap. C-15, s.20; 1984, c.14, s.7.Number of directors 22. The persons named as such in the letters patent shall be the directorsof the company until replaced by others duly appointed in their stead.R.S.P.E.I. 1974, Cap. C-15, s.21.First directors 23. Unless the letters patent otherwise provide, a director of a companyis not required to hold shares issued by the company. R.S.P.E.I. 1974,Cap. C-15, s.22; 1984, c.14, s.8; 1985, c.1, s.1. Qualifying share24. Directors of the company shall be elected annually by the shareholders in a general meeting of the company assembled at some place within this province, at such times and in such wise as the letterspatent, or in default thereof, the bylaws of the company may prescribe.R.S.P.E.I. 1974, Cap. C-15, s.23; 1984, c.14, s.9.Elected annually,directors must be25. Unless otherwise provided by the letters patent, or bylaws of the company Procedures redirectors and general meetings subject to letterspatent and bylaws (a) at such election all the members of the board shall retire and if otherwise qualified, are eligible for re-election;(b) notice of the time and place for holding general meetings of thecompany shall be given at least fourteen days previously thereto, insome newspaper in the county where the head office is situated, or ifnone is there published then in the Gazette;(c) at all general meetings of the company, every shareholder isentitled to as many votes as he owns shares in the company, and mayvote by proxy, the holder of such proxy being himself a shareholder;but no shareholder is entitled either in person or by proxy to vote atany meeting of the company, unless he has paid all calls upon allshares held by him; all questions proposed for the consideration ofthe shareholders shall be determined by the majority of votesrepresented at the meeting, the chairman presiding at such meetinghaving the casting vote, in case of any equality of votes;(d) elections of directors shall be by ballot;(e) vacancies occurring in the board of directors may be filled for theunexpired remainder of the term, by the board, from among thequalified shareholders of the company;11。
公司法(The Company Law)
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 Liabilities Chapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation ofcompanies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist 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 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 the company 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 covers any 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 meetingof 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 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' 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 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' 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 intellectualproperty 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 value assessment, 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 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 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 the increased 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 shareholderwho 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 at a 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 liabilitycompany 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.Article 47 The board of directors shall be responsible for the shareholders' meeting and exercise the following authorities:(1) convening shareholders' meeting and reporting on the status of work thereto;(2) carrying out the resolutions made at the shareholders' meeting;(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, division, change of the company type, 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;。
法律英语之商法部分
法律英语之商法部分会计法 accounting law税法 tax law; taxation law反不正当竞争法 anti-unfair competition law消费者权益保护法consumer’s interest protection law产品责任法 production liability law消费者权益法 consumer rights and interests law公司法 company law; corporate law公司 company; corporation有限责任公司 limited liability company股份有限公司 company limited by shares无限公司 unlimited company股份两合公司 joint stock limited liability partnership 两合公司 joint liability company控股公司 holding company集团公司 group company合资公司 joint venture company联营公司 associated company; affiliated company国营公司 state-own company国有公司 state-owned company民营公司 civilian-run company本国公司 national/domestic company外国公司 foreign company上市公司 listed company母公司 parent company子公司 subsidiary皮包公司 briefcase company; fundless company募集设立 incorporation by stock floatation发起人 floater; initiator公司名称 name of company公司住址 domicile of company出资 contribution; capital subscription现金出资 investment in cash实物出资 investment in kind工业产权出资 investment in industrial property right非专有技术出资 investment in non-patent technology劳务出资 investment in labor高新技术成果出资 investment in hi-tech achievements注册资本 registered capital实缴资本 paid-in capital验资报告 capital verification report会计师事务所 certified public accountants注册会计师 certified public accountant资本三原则 three doctrine of capital资本确定原则 doctrine of capital determination资本维持原则 doctrine of capital maintenance资本不变原则 doctrine of unchanging capital最低资本额制度 minimum capital system公司章程 articles of association; articles of incorporation; bylaw 公司登记 incorporation; corporate registration公司存续 existence of company公司合并分立 merger and split of company公司并购 corporate merger and acquisition公司管理 corporate governance; company management公司法律顾问 corporate counsel公司整顿 company rectification公司歇业 closure of business公司和解 company composition公司解散 company dissolution公司清算 company liquidation公司清理 company winding-up竞业禁止 non-commpete; competition prohibition招股章程 prospectus股本 stock capital股东 shareholder股东大会shareholders’ meeting股东大会决议resolution of shareholders’ meeting股东大会议事规则rule of procedure of shareholders’ meeting表决权 voting right; right to vote董事 director董事长 president/chairman of the board首席执行官 chief executive officer(CEO)首席运营官 chief operation officer(COO)执行董事 executive director常务董事 managing director董事会 board of directors董事会领导下的经理负责制responsibility system of the chief executive officer under the leadership of the board of directors 经理独立负责制 manager independent responsibility system监事 supervisor监事会 board of supervisors股 share; stock普通股 common stock特别股 special stock资格股 qualification stock优先股 preferred stock劣后股 inferior stock表决权股 stock with voting power溢价股 premium stock折价股 converting stock国家股 state-owned share集体股 collective share法人股 corporate share企业股 enterprise share个人股 individual share股息 dividend红股 bonus stock; dividend stock法定公积金 legal accumulation fund资本公积金 capital accumulation fund盈余公积金 surplus accumulation fund任意公积金 optional accumulation fund公司犯罪 corporate crime证券法 securities law证券发行 issuance of securities证券上市 list securities; float an issue 证券交易所 stock exchange证券商 securities dealer证券公司 securities company证券承销商 consortium of underwriters证券承销合同 underwriting contract证券经纪人 securities broker披露制度 disclosing system交割日 closing date风险投资基金 venture capital fund上海证券交易所 Shanghai Stock Exchange 深圳证券交易所 Shenzhen Stock Exchange证券监督委员会 securities supervision committee 票据法 law of negotiable instrument票据 notes; bills; commercial instruments商业票据 bill; commercial instrument远期票据 time bill;; long-dated bill到期票据 matured bill即期票据 sight bill记名票据 bill payable to order; note to order 不记名票据 bearer instrument本票 promissory note支票 cheque汇票 bill of exchange发票日 ticket day出票日 date of draft/issue发票地 place of draft/issue票据到期日 bill to mature票据金额 sum of bill票面价额 face value票据出票人 drawer票据持票人 bill holder票据承兑人 bill acceptor票据行为 act on commercial paper承兑票据 honor a bill票据议付 negotiation拒付票据 protest a bill票据付款人 drawee票据支付人 payer on commercial instrument票据收款人 bill collector票据背书人 endorser/indorser of a bill被背书人 endorsee票据保证人 bill guarantor票据被保证人 bill pledgee/warrantee再追索人 renewed recourser前手 remote holder后手 subsequent endorser票据权利 right of bill票据期限 term of bill; tenor票据债务人 debtor of commercial instrument追索权 right of recourse票据抗辩 exception to bill票据丧失 loss of bill票据时效 prescription of exchanges票据贴现 discount of bill再贴现 rediscount of bill恩惠期间 term of benevolence票据代理 agency for notes/bills/commercial instruments海商法 maritime law船舶国籍证书certificate of registry; certificate of ship’s nationality船棋国 flag country船舶所有权证书 certificate of ship ownership船舶检验 register of ship船舶保险 insurance on hull船舶保险单 hull insurance policy船舶登记证书 certificate of registry船舶丈量 tonnage measurement of ships船舶进港费 groundage船舶抵押 ship mortgage船舶租赁 ship chartering船舶转租 ship subchartering船舶所有人责任限制 limitation of liabilities of ship owners船舶碰撞 ship collision船舶遇难 maritime distress海上灾难 perils of the sea海上拖航 marine towage船舶扣押 detention of ship船舶债权ship’s credit船级社 classification society船级证书 certificate of class海上留置权 maritime lien船舶留置权 maritime lien船舶抵押权 maritime mortgage海上优先请求权 priority claim to seagoing ships救助优先权 priority claim to salvage共同海损优先权 priority claim to general average服务优先权 priority claim to service货物损害优先权 priority claim to cargo damage传播抵押借款和货物抵押借款优先权 priority claim to ship credit and goods credit海运合同 shipping contract提单 bill of lading(B/L)空舱费 dead freight租船费 charterage租船合同 charter-party contract of affreightment期租船合同 time charter-party; time CP航次租船合同 voyage charter-party定期租船合同 time charter-party光船租船合同 bareboat charter-party; bareboat CP包租运输合同 shipping charter-party海上旅客运输合同 contract for carriage of passengers by sea远洋拖带合同 contract of ocean towage港内拖带合同 contract of port towage海难救助合同 salvage contract海事报告master’s protest;; sea protest海事声明书 sea protest海事争议 maritime dispute海事法院 maritime court;; admiralty court海事诉讼程序 maritime proceedings船舶碰撞案件的民事管辖权 civil jurisdiction of sea collision船舶碰撞案件的刑事管辖权 criminal jurisdiction of sea collision 海事争议的审理 hearing/trial of maritime disputes海事诉讼保全措施 measures for maritime attachment海事优先请求权 preferential right top maritime claim海事请求保全申请书 application/petition for maritime attachment 海事诉讼法律文书送达 service of legal instruments in maritime action/proceedings涉外海事诉讼管辖权 jurisdiction of maritime action involving for elements强制变卖被扣押船舶 compulsory realization of the distrained ship 海事仲裁程序规则 rules of maritime arbitration procedure保险法 insurance law自愿保险 voluntary insurance强制保险 compulsory insurance商业保险 commercial insurance财产保险 property insurance人身保险 personal insurance人寿保险 life insurance健康保险 health insurance意外保险 accident insurance社会保险 social insurance养老保险 endowment insurance医疗保险 medical insurance失业保险 unemployment insurance信用保险 credit insurance保证保险 guaranty insurance保险合同 insurance contract保险人 insurer; underwriter被保险人 the insured受益人 benificiary投保人 applicant for insurance;; policy holder 保险单 insurance policy保险标的 insurance object保险费 premium保险期限 time limit of insurance保险利益 insurable interest保险金额 insurance; insurance compensation保险事故 insurance accident保险赔偿 insurance indemnity保险代理人 insurance agent保险经纪人 insurance broker索赔 claim代位索赔 claim by subrogation理赔 settlement of claim代位求偿权 right of subrogation委付 abandonment退保 cancellation/discharging of insurance。
公司法英文版
【字体：大中小】TheCompanyLawofthePeople'sRepublicofChina（《公司法》英文版）2006年10月26日来源：国家工商总局外商投资企业注册局The Company Law of the People's Republic of China has been amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is promulgated hereby and shall go into effect as of January 1, 2006.The President of the People's Republic of China Hu JintaoOctober 27, 2005The Company Law of the People's Republic of China(revised in 2005)(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Incorporation and Organization of a Limited Liability CompanySection 1 IncorporationSection 2 OrganizationSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on wholly State-owned CompaniesChapter III Transfer of Stock Right of a Limited Liability CompanyChapter IV Incorporation and Organization of a Joint Stock Limited CompanySection 1 IncorporationSection 2 Assembly of shareholdersSection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organization of a Listed CompanyChapter V Issuance and Transfer of Shares of a Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and Division of a Company; Increase and Deduction of Registered CapitalChapter X Dissolution and Liquidation of a CompanyChapter XI Branches of a Foreign CompanyChapter XII Legal LiabilitiesChapter XIII Supplementary ProvisionsChapter I General ProvisionsArticle 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property.As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be infringed.Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.Article 7 For a legally established company, the company registration authority shall issue thecompany business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this 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.。
公司法与商法 Part C - Company Law
• 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. • 第十五条 【公司的转投资及其限制】公司可以向其他企 业投资；但是，除法律另有规定外，丌得成为对所投资企 业的债务承担连带责仸的出资人。
• Article 3 A “limited liability company” or “joint stock limited company” is an enterprise legal person. • In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions, and the company shall be liable for its debts to the extent of all its assets. • In the case of a joint stock limited company, its total capital shall be divided into equal shares, shareholders shall assume liability towards the company to the extent of their respective shareholdings, and the company shall be liable for its debts to the extent of all its assets. • 第三条 【公司的界定】公司是企业法人，有独立的法人财产，享有 法人财产权。公司以其全部财产对公司的债务承担责仸。 • 有限责仸公司的股东以其讣缴的出资额为限对公司承担责仸；股 份有限公司的股东以其认购的股份为限对公司承担责任。
法律英语-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。
9. The company intends to sue for damages.公司打算提起赔偿之诉。
10. The company is controlled by the majority shareholder.公司受控股股东的控制。
company law 1公司法(双语PPT)
Company Law
§ 1 General Provisions § 2 Incorporation and Organization of a Limited Liability Company § 3 Incorporation and Organization of a Joint Stock Limited Company § 4 Issuance and Transfer of Shares of a Joint Stock Limited Company § 5 Merger and Division of a Company; Increase and Deduction of Registered Capital § 6 Dissolution and Liquidation of a Company
• Boards of Directors： Directors： • Boards of Supervisors： Supervisors： • legal person： person：
October 27, 2005, the People's Republic of China adopted a new Company Law. January 1, 2006 ,Effective date
Case 1
Walkovazky (P) was seriously injured when he was hit by a taxicab owned by Seon Cab Corporation (D). The individual defendant, Carlton (D), is the stockholder of the corporations, including Seon, each of which has two cabs registered in its name and each cab has only minimum liability insurance($10,000) required by law. Basically, each corporation has little additional capital other than the two cabs. Walkovszky(P) brought suit and sought to hold Carlton(D) and the other shareholders personally liable for his injury, alleging that the various corporations were operated as a single entity, unit and enterprise, and that the entire structure was a sham to avoid liability.
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The legal adviser7 recommended applying for an injunction against the directors of the company.
公司法律顾问建议申请针对公司董事会的强制令。
The major methods used to reconstitute the company are acquisition of companies and merging8.
他是一名按公司章程任命的董事。
Prior to application for registration4, the share capital must be stipulated5 in the Articles and all shares must be subscribed6.
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。
10 joint
adj.联合的，共同的；n.关节，接合处；v.连接，贴合
参考例句：
I had a bad fall,which put my shoulder out of joint.我重重地摔了一跤，肩膀脫臼了。
We wrote a letter in joint names.我们联名写了封信。
A bankrupt company is not solvent.一个破产的公司是没有偿还债务的能力的。
3 fiduciary
adj.受托的，信托的
参考例句：
A company director owes a fiduciary duty to the company.公司董事应对公司负责受托人责任。
合资企业各方应按其出资额在注册资本中的比例分享利润及亏损。
The resolution was invalid11 because the shareholder's meeting was not quorate.
因股东大会不够法定人数，故该决议无效。
The right to vote at shareholder's meetings for the election of directors shall be observed.
The chairman was personally liable for the company's debts.
董事长对公司债务承担个人责任。
The domicile of a legal person or other organization is at the place of its principal business establishment.
6 subscribed
v.捐助( subscribe的过去式和过去分词)；签署，题词；订阅；同意
参考例句：
It is not a theory that is commonly subscribed to.一般人并不赞成这个理论。来自《简明英汉词典》
I subscribed my name to the document.我在文件上签了字。来自《简明英汉词典》
9 equity
n.公正，公平，（无固定利息的）股票
参考例句：
They shared the work of the house with equity.他们公平地分担家务。
To capture his equity,Murphy must either sell or refinance.要获得资产净值，墨菲必须出售或者重新融资。
应该遵守股东大会上投票选举董事的表决权。
The two companies have merged12.
两个公司已经兼并。
词汇表：
1 shareholder
n.股东，股epartment have prepare a financial statement for the shareholder.财务部为股东准备了一份财务报表。
公司打算提起赔偿之诉。
The company is controlled by the majority shareholder1.
公司受控股股东的控制。
The company is presumed to be still solvent2.
公司被推定有偿还能力。
The company is resisting the takeover bid.
5 stipulated
vt.& vi.规定；约定adj.[法]合同规定的
参考例句：
A delivery date is stipulated in the contract.合同中规定了交货日期。
Yes, I think that's what we stipulated.对呀，我想那是我们所订定的。来自辞典例句
The company has complied with the court order.
公司履行了法院的命令。
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。
The company intends to sue for damages.
公司被法律认作为“人”：“拟制人”
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。
He is a director appointed under the articles of the company.
He was acting in a fiduciary capacity.他以受托人身份行为。
4 registration
n.登记，注册，挂号
参考例句：
Marriage without registration is not recognized by law.法律不承认未登记的婚姻。
What's your registration number?你挂的是几号？
A shareholder may transfer his shares in accordance with the law.股东持有的股份可以依法转让。
2 solvent
n.溶剂；adj.有偿付能力的
参考例句：
Gasoline is a solvent liquid which removes grease spots.汽油是一种能去掉油污的有溶解力的液体。
参考例句：
Turf wars are inevitable when two departments are merged.两个部门合并时总免不了争争权限。
The small shops were merged into a large market.那些小商店合并成为一个大商场。
更多英语学习方法：企业英语培训/
合并（分类）
参考例句：
Many companies continued to grow by merging with or buying competing firms.许多公司通过合并或收买竞争对手的公司而不断扩大。来自英汉非文学-政府文件
To sequence by repeated splitting and merging.用反复分开和合并的方法进行的排序。
7 adviser
n.劝告者，顾问
参考例句：
They employed me as an adviser.他们聘请我当顾问。
Our department has engaged a foreign teacher as phonetic adviser.我们系已经聘请了一位外籍老师作为语音顾问。
8 merging
11 invalid
n.病人，伤残人；adj.有病的，伤残的；无效的
参考例句：
He will visit an invalid.他将要去看望一个病人。
A passport that is out of date is invalid.护照过期是无效的。
12 merged
（使）混合( merge的过去式和过去分词)；相融；融入；渐渐消失在某物中
公司重组的方式有公司收购和公司兼并。
The profits and losses of the equity9 joint10 venture shall be shared by the parties in proportion to their contributions of the registered capital.
公司正在抵制以接管为目的的高价征购股份。
The company's action was completely legal.
公司的行为完全合法。
A company director owes a fiduciary3 duty to the company.
公司董事应对公司负受托人的责任。
A company is regarded by the law as a person: an artificial person.