Company_Law-中国公司法英文翻译
公司法(英文版)
The Company Law of the People'sRepublic 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 Company Section 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 Company Section 1 Issuance of SharesSection 2 Transfer of SharesChapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a CompanyChapter VII Company BondsChapter VIII Financial Affairs and Accounting of a CompanyChapter IX Merger and 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 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 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 debtsof 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 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 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 andin-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 22The 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 LiabilityCompanySection 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 within5 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 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 innon-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 makefull 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 othershareholders 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 interestsof 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 bynon-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 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 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 uponre-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;。
中国公司法中英文
中国公司法中英文Chinese Company Law (中国公司法)Article 1. This Law is formulated in accordance with the Constitution of the People's Republic of China in order to regulate corporate activities, protect the lawful rights and interests of corporate investors, maintain social and economic order, and promote the development of the socialist market economy.第一条为了规范公司活动，保护公司投资者的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，根据《中华人民共和国宪法》制定本法。
Article 2. This Law shall apply to companies registered within the territory of the People's Republic of China.第二条本法适用于在中华人民共和国境内设立的公司。
Article 3. The term "company" as used in this Law refers to limited liability companies, joint stock limited companies, and other companies as specified by laws and administrative regulations.第三条本法所称公司，是指有限责任公司、股份有限公司，以及法律、行政法规规定的其他公司。
Article 4. The establishment of a company shall comply with the principle of voluntariness, fairness, and honesty; shall not impair public interests, harm the legitimate rights and interests of others, or violate laws and administrative regulations.第四条设立公司应当遵循自愿、公平、诚实的原则，不得损害社会公共利益，不得侵害他人的合法权益，不得违反法律、行政法规。
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;。
公司章程翻译模板中英文对照
……公司章程ARTICLES OF ASSOCIATIONof……CO., LIMITED……公司章程ARTICLES OF ASSOCIATION OF ……CO., LIMITED根据《中华人民共和国公司法》（以下简称《公司法》）及其他有关法律、行政法规的规定，特制定本章程。
In accordance with the PRC Company Law (hereinafter referred to as the "Company Law") and other relevant laws and regulations, these articles of association are hereby formulated.第一章公司名称和住所CHAPTER 1 The Name and Domicile of the Company第一条公司名称：Article 1The name of the Company is第二条公司住所：Article 2The domicile of the Company is第二章公司经营范围CHAPTER 2 Business Scope of the Company第三条公司经营范围：Article 3The business scope of the Company is (subject to approval in business license and the Administration for Industry and Commerce ) --------第三章公司注册资本CHAPTER 3 The Registered Capital of the Company第四条公司注册资本：人民币---万元。
公司增加、减少及转让注册资本，由股东做出决定。
公司减少注册资本，还应当自做出决定之日起十日内通知债权人，并于三十日内在报纸上至少公告一次，减资后的注册资本不得低于法律规定的最低限额。
Company_Law-中国公司法英文翻译
【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民共和国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司Order of the President(No. 42 [2005])The Company Law of the People’s Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005. The amended Company Law of the People’s Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People’s Republic of China Hu JintaoOctober 27, 2005Company Law of the People’s Republic of China(Adopted at the Fift h Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Co mmittee 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 o f China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability CompanyChapter IV Establishment and Organizational Structure of A Joint Stock Limited Company Section 1 EstablishmentSection 2 Shareholders’ AssemblySection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure 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 Corporate BondsChapter VIII Financial Affairs and Accounting of A CompanyChapter IX Merger and Split-up of Company; Increase and Deduction of Registered Capital Chapter X Dissolution and Liquidation of A CompanyChapter XI Branches of Foreign CompaniesChapter XII Legal LiabilitiesChapter XIII Supplementary Provisions中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
Company Law of the People's Republic of China
中华人民共和国公司法Company Law of the People's Republic of China颁布机关:全国人民代表大会常务委员会Promulgating Institution: Standing Committee of the National People's Congress文号:中华人民共和国主席令第八号Document Number: Order No. 8 of the President of the People's Republic of China颁布时间: Promulgating Date: 12/28/2013 12/28/2013实施时间: Effective Date: 03/01/2014 03/01/2014效力状态: Validity Status: 有效Valid（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过 1999年12月25日第九届全国人民代表大会常务委员会第十三次会议第一次修正 2004年8月28日第十届全国人民代表大会常务委员会第十一次会议第二次修正 2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订 2013年12月28日第十二届全国人民代表大会常务委员会第六次会议修订自2014年3月1日起施行）目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构第十二章法律责任第十三章附则第一章总则(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; Amended for the first time at the 13th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; Amended for the second time at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at the 18th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and Revised at the 6th Session of the Standing Committee of the Twelfth National People's Congress on December 28, 2013 and shall take effect on March 1, 2014)Table of ContentsChapter 1: General ProvisionsChapter 2: Establishment and Organizational Structure of a Limited Liability CompanySection 1: EstablishmentSection 2: Organizational StructureSection 3: Special Provisions on One-Person Limited Liability CompaniesSection 4: Special Provisions on Wholly State-Owned CompaniesChapter 3: Equity Transfer of a Limited Liability CompanyChapter 4: Establishment and Organizational Structure of a Company Limited by SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors; ManagersSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of a Listed CompanyChapter 5: Issuance and Transfer of Shares of a Company Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter 6: Qualifications and Obligations of the Directors, Supervisors, and Senior Management Personnel of a CompanyChapter 7: Corporate BondsChapter 8: Finance and Accounting of a CompanyChapter 9: Merger, Division or Capital Increase or Reduction of a CompanyChapter 10: Dissolution and Liquidation of a CompanyChapter 11: Branches of a Foreign CompanyChapter 12: Legal LiabilitiesChapter 13: Supplementary ProvisionsChapter 1: General Provisions第一条为了规范公司的组织和行为,保护公司、股东和债权人的合法权益,维护社会经济秩序,促进社会主义市场经济的发展,制定本法。
公司法(中英对照版)
中华人民共和国公司法Company Law of the People's Republic of China（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订根据2013年12月28日第十二届全国人民代表大会常务委员会第六次会议《关于修改〈中华人民共和国海洋环境保护法〉等七部法律的决定》第三次修正）(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the People's Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005; and amended for the third time in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National People's Congress on December 28, 2013)目录Contents第一章总则Chapter I General Provisions第二章有限责任公司的设立和组织机构Chapter II Establishment and Organizational Structureof A Limited Liability Company第一节设立Section 1 Establishment第二节组织机构Section 2 Organizational structure第三节一人有限责任公司的特别规定Section 3 Special Provisions on One-person LimitedLiability Companies第四节国有独资公司的特别规定Section 4 Special Provisions on Wholly State-ownedCompanies第三章有限责任公司的股权转让Chapter III Transfer of Stock Right of A Limited LiabilityCompany第四章股份有限公司的设立和组织机构Chapter IV Establishment and Organizational Structureof A Joint Stock Limited Company第一节设立Section 1 Establishment第二节股东大会Section 2 Shareholders' Assembly第三节董事会、经理Section 3 Board of Directors, Managers第四节监事会Section 4 Board of Supervisors第五节上市公司组织机构的特别规定Section 5 Special Provisions on the OrganizationalStructure of A Listed Company第五章股份有限公司的股份发行和转让Chapter V Issuance and Transfer of Shares of A JointStock Limited Company第一节股份发行Section 1 Issuance of Shares 第二节股份转让Section 2 Transfer of Shares第六章公司董事、监事、高级管理人员的资格和义务Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company第七章公司债券Chapter VII Corporate Bonds第八章公司财务、会计Chapter VIII Financial Affairs and Accounting of ACompany第九章公司合并、分立、增资、减资Chapter IX Merger and Split-up of Company; Increaseand Deduction of Registered Capital第十章公司解散和清算Chapter X Dissolution and Liquidation of A Company 第十一章外国公司的分支机构Chapter XI Branches of Foreign Companies第十二章法律责任Chapter XII Legal Liabilities第十三章附则Chapter XIII Supplementary Provisions第一章总则Chapter I General Provisions第一条为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
公司法中英词汇对照
VOCABULARY OF CORPORATION LAW IN ENGLISH1.公司corporation; company2.合伙partnership3.合股公司joint-stock company4.特许公司chartered corporation5.注册公司registered corporation6.法定公司statutory corporation7.无限公司unlimited corporation8.有限责任公司limited corporation; company with limitedliability9.股份有限公司company limited by shares10.母公司parent corporation11.子公司subsidiaries12.总公司Headquarter; Main Branch13.分公司branch14.国有独资公司wholly state-owned company15.上市公司quoted corporation; listed company16.公司集团groups of companies17.保证公司limited by guarantee18.慈善公司charitable corporation19.控股公司holding corporation; holding company20.公开公司publicly held corporation21.闭锁公司closely held corporation22.公公司pub1ic company23.私公司private company24.一人公司one-person company25.一人有限责任公司one-person company with limitedliability26.外国公司的分支机构branches of foreign company27.公司设立incorporation28.组织机构organizational structure29.股权转让equity transfer30.股份发行issue of shares31.股份转让transfer of shares32.股东大会shareholders general assembly33.公司债券corporate bonds34.财务financial affairs35.会计accounting36.公司合并merger of companies37.公司分立division of companies38.增资increase of capital39.减资reduction of capital40.公司解散和清算dissolution and liquidation of company41.企业法人an enterprise legal person42.名称name43.住所domicile44.注册资本registered capital 45.实收资本actually received capital46.换发营业执照renew business license47.符合法律规定的条件meet the conditions provided forby law48.债权the rights of credit49.债务the debts50.主要办事机构main administrative organization51.对……有约束力have binding force on52.法人资格the status of a legal person53.公司治理corporation governance54.公司人格corporation personality55.契约contract56.公司法人格否认Disregard of Corporate Personality57.刺破公司面纱Piercing the Corporate Veil58.揭开公司面纱Lifting the veil of the Corporation59.普通合伙general partnership60.有限合伙Limited partnerships61.合伙人partner62.有限责任limited liability63.公司章程articles of association64.注册证书certificate of incorporation articles ofincorporation65.发起人的受托义务promoter’s fiduciary obligation66.认购协议subscription agreement67.既成事实公司de facto corporation68.法律上的公司de jure corporation69.公司设立瑕疵defective incorporation70.受托人义务fiduciary obligation71.结论性证据conclusive evidence72.股份share73.股息dividends74.关联第三方connected third parties75.出资（投资）invest76.股东shareholder77.小股东minority shareholder78.单个股东individual shareholder79.消极股东passive shareholder80.积极股东active shareholder81.逆向合并reverse merger82.正向合并forward merger83.股权收购share acquisition84.收购公司acquiring company85.(收购)目标公司target company86.资产收购asset acquisition87.公司责任liability of corporation88.公司结构（组织）corporation structure89.董事director. word可编辑 .90.高级职员officer91.股东权powers of shareholder92.选任elect93.解任remove94.年会（常会）annual meeting95.兼并merger96.解散dissolution97.自愿解散voluntary dissolution98.强制解散involuntary dissolution99.法院解散judicial dissolution100.清算liquidation101.董事会board of directors102.经理manager103.监事会board of supervisors104.累计投票权cumulative voting right105.任期term106.董事的延期holdover director107.董事的解除removal of director108.董事会会议directors’ meeting109.公告notice110.法定人数quorum111.少数lower number112.绝对多数super majority113.自己表决present at vote114.多数higher number115.委员会committee116.细则bylaw117.董事长president; the chairman of the board of directors 118.执行董事the executive director119.公司秘书secretary120.股东诉讼shareholders ’action121.股东的信息获取权shareholders’ informational right 122.股东的帐簿与记录检查权shareholders’ inspection of books and records123.公司融资corporation finance124.财务报告financial report125.损益表income statement126.资产负债表balance sheet127.年度报告annual report128.季度报告quarterly report129.掺水股票watered stock130.许可authorization131.发起人promoter132.营业执照trade charter; business license133.经营范围business scope134.优先购买权pre-emptive right135.库藏股treasury shares 136.受托责任fiduciary duty137.有价证券security138.权益证券equity security139.债务证券debt security140.债券bond141.普通股common stock142.优先股preferred stock143.资本capital144.授权且己发行资本authorized and issued capital145.授权资本（名义资本）authorized capital; nominal capital 146.己发行资本issued capital147.已缴资本paid—up capital148.待缴资本uncalled capital149.催缴股本called-up capital150.保留资本reserve capital151.股权资本equity capital152.借贷资本loan capital153.声明股本stated capital154.票面价值par value,缩写为PV155.无票面价值no par value 缩写NPV156.法定资本制legal capital system157.授权资本制system authorized Capital158.转投资reinvestment159.资本确定原则prinzipdes festen grund capitals; doctrine of capital determination160.资本维持原则doctrine of capital maintenance161.资本不变原则Prinzipder Bestandingkedes Grund kapitals;doctrine of unchanging capital162.重组re-classified163.股票再分割sub-divide164.注销cancel165.未发行的股份Unissued capital stock166.注册资本the registered capital167.分配distribution168.公司登记官the Registrar169.合并股份consolidate170.分割股份divide171.库存股treasure stock172.减资决议a resolution for reducing share capital173.红利股bonus shares174.雇员持股制度an employees’share system175.设立报告incorporators＇report176.资本不足inadequate capitalization177.最低资本额制度grundsatz des mindestgrund kapitals 178.商业登记官the commercial Register179.授权资本额the amount of the authorized capital 180.创立主义konstruktionsprinzip、Incorporation. word可编辑 .181.净资产net assets; net worth182.资本盈余capital surplus183.缴付盈余paid-in surplus184.减资盈余reduction surplus185.泡沫法案the bubble act186.合股公司法The joint-stock companies Act187.泡沫废止法The Bubble Act Repeal Act188.代理理论Principal-agent Theory189.契约的集合nexus of contracts190.越权行为ultra vires act191.特许公司中chartered corporation192.优先债权人senior creditor193.次位债权subordinated creditor194.公司治理corporate governance195.股东之公平对待the equitable treatment of shareholders 196.股东之权利the rights of shareholders197.信息揭露及透明性disclosure and transparency198.董事会的责任the responsibilities of the board199.股权代理人proxy200.董事与公司间之交易self-dealing201.动机不纯之公司行为corporate action with mixed motives 202.挪用公司或股东财产the taking of corporate or shareholder property203.代表诉讼derivative suit204.少数股东权derivative action205.董事义务与责任shareholder' right and liability206.买回repurchase207.交叉持股cross ownership208.重整corporate reorganization209.股东会shareholder meeting210.董事会board of directors211.独立董事Independent Director212.内部董事inside director213.公司经理人officer214.外部监察人outside supervisor215.执行委员会executive committee216.监察委员会audit committee217.报酬委员会remuneration committee218.提名委员会nominating committee219.经营判断原则The Business Judgment Rule220.关系人交易conflict of interest221.股份收买请求权appraisal right222.资本不足under capitalization223.未遵守公司形式failure to follow corporate formalities 224.公司财务报表、功能、或人员之重叠overlap of corporate records, function or personnel225.资产混淆commingling of assets 226.股东之支配能力shareholder domination227.不实陈述misrepresentation228.诈欺fraud229.具有支配权之股东dominant shareholder230.公司机会corporate opportunity 231.无表决权股non-voting share232.多数表决权股multiple-voting share233.表决权信托voting trust234.认股选择权制度stock option235.新股认购权warrant236.章程(组织)[英]memorandum of association; articles of association[美]articles; bylaws237.公司分割corporate division238.资本收益capital gain239.公司分立spin-off、split-off 及split-up240.模范公司法model business corporation act241.注意义务duty of care242.了解公司业务之义务duty to become informed243.询问义务duty of inquiry244.了解后为决定之义务duty of informed judgment245.监督义务duty of attention246.忠诚义务duty of loyalty247.与公司为合理交易之义务duty of fair dealing248.公司债debenture249.公司债所有者bondholder250.营业执照business license251.承担连带责任assume joint and several liability252.企业改制structural reform253.劳动保护occupational protection254.职业教育和岗位培训vocational education and on-the-job training255.非货币财产non-currency property256.按期足额on schedule and in full257.验资证明capital verification certificates258.出资证明书investment certificates259.关联关系affiliated relations260.资本公积金capital surplus fund261.法定公积金statutory surplus fund262.任意公积金discretionary surplus fund263.记名股票registered shares264.无记名股票bearer shares265.招股说明书prospectus266.认股书subscription form267.国有资产监督管理机构State-owned assets regulatory institution268.抽逃出资secretly withdraw capital contributions 269.经营方针operational policy. word可编辑 .1.法人（公司§1.1）Juristic person2.股东（公司§2.1.1）Shareholders3.有限公司（公司§2.1.2）Limited Company4.有限责任（公司§2.1.3）Limited liability5.股份有限公司（公司§2.1.3）Company Limited by Shares6.公司所在地（公司§3.1.）The domicile of a company7.本公司（公司§3.2）Head office8.分公司（公司§3.2）Branch office9.营利（公司§4.1）Profit making10.营业（公司§4.1）transact business11.主管机关（公司§5.1）Competent authority12.成立（公司§6.1）incorporated13.登记之资本额（公司§7.1）registered amount of capitalof the company14.公司负责人（公司§8.1）responsible persons15.经理人（公司§8.2）managerial officer16.清算人（公司§8.2）liquidator17.发起人（公司§8.2）promoter18.监察人（公司§8.2）supervisor19.检查人（公司§8.2）inspector20.重整人（公司§8.2）reorganization21.股款（公司§9.1）the share prices (or the capital stock)22.连带（公司§9.2）jointly and severally23.检察机关（公司§9.3）procuratorate24.依职权（公司§10.1）ex officio25.解散（公司§10.1）dissolution26.已发行股份（公司§11.2）outstanding shares27.有限责任股东（公司§13.1）limited liability28.表决权（公司§13.2）voting rights29.公积增资配股（公司§13.3）capitalization of legalreserves30.保证人（公司§16.1）guarantor31.废止（公司§17.2）rescission32.亏损拨补（公司§20.1）surplus earnings distribution33.报酬（公司§20.3）remuneration34.妨碍、拒绝或规避（公司§21.1）impede, refuse or evade35.善良管理人（公司§23.1）good administrator36.合并（公司§24.1）consolidation or merger37.善意第三人（公司§27.4）bona fide third party.38.章程（公司§29.1）articles of incorporation39.董事（公司§29.1.3）director40.董事会（公司§29.1.3）the board of directors41.诈欺（公司§30.1.2）fraud42.背信（公司§30.1.2）breach of trust 43.侵占（公司§30.1.2）misappropriation44.依照（公司§32.1）pursuant to45.债权（公司§44.1）monetary claim46.债权）到期（公司§44.1）upon maturity47.请求报酬（公司§49.1）Clairemuneration48.代垫之款项（公司§50.1）advance money49.提供相当之担保（公司§50.1）furnish appropriatesecurity50.关于（公司§57.1）pertaining to51.分派盈余（公司§63.1）Make distribution of surplus profit52.抵销（公司§64.1）set off53.对于（公司§64.1）vis-a-vis54.退股（公司§65.1）withdrawal of share capital55.重大事由（公司§65.2）significant cause56.除名（公司§66.） .Expulsion57.强制执行（公司§66.1.6 ）Compulsory execution58.妨害公司之利益（公司§67.1.3）detrimental to theinterest of the company59.退股之股东（公司§69.1）retiring shareholder60.出资（公司§70.2）capital contribution61.解散（公司§71.1）dissolve62.解散事由（公司§71.1.1）the conditions for dissolution63.资产负债表（公司§73.1）a balance sheet64.财产目录（公司§73.1）inventory of property65.债权人（公司§73.2）Creditor of the company66.变更（公司§76.1）reincorporate67.利害关系人（公司§81.1）concerned party68.过半数之同意（公司§82.1）majority vote69.就任（公司§83.1）Assume office70.分派盈余或亏损（公司§84.1.3）To allocate surplus orloss71.分派剩余财产（公司§84.1.4）To allocate the residualassets72.诉讼行为（公司§84.2）litigation matters73.代表权（公司§86.1）the power of representation74.公告（公司§88.1）public announcement75.清偿其债务（公司§89.1）satisfy its liabilities76.宣告破产（公司§89.1）declaration of bankruptcy77.清算完结（公司§92.1）winding up78.结算表册（公司§92.1）final statement79.账簿（公司§94.1）account books80.怠忽（公司§95.1）lack of care81.故意（公司§95.1）intentional82.重大过失（公司§95.1）gross negligence83.赔偿（公司§95.1）make good84.解散登记（公司§96.1）filing articles of dissolution85.分期缴款（公司§100.1）paid in installments. word可编辑 .86.资本总额（公司§101.1.4）The aggregate of capitalstock87.股东名簿（公司§103.1）shareholders roster88.增资（公司§106.1）Increase of the amount of capitalstock89.董事长（公司§108.1）chairman of directors90.监察权（公司§109.1）power of audit91.每股金额（公司§129.1.3）par value of each sharecertificate92.特别股（公司§130.1.4）special shares93.特别利益（公司§130.1.5）Special benefits94.既得之利益（公司§130.2）benefits already accrued95.募集（公司§132.2）by solicitation96.营业计划书（公司§133.1.1）Business plan97.招股章程（公司§133.1.3）Prospectus98.承销者（公司§133.1.5）underwriters99.约定事项（公司§133.1.5）covenants100.股款之金额（公司§134.1）capital money101.撤回所认股份（公司§137.1.4）rescind their subscription 102.无记名股（公司§137.1.6）bearer shares103.超过票面金额发行（公司§138.2）issued at a premium 104.创立会（公司§143.1）inaugural meeting105.补足（公司§147.1）make up for the deficiency106.股息（公司§157.1.1）dividends107.红利（公司§157.1.1）bonus108.定额（公司§157.1.2）fixed amount109.定率（公司§157.1.2）fixed ratio110.表决权（公司§157.1.3）voting power111.收回（公司§158.1）redeemable112.股票（公司§161.1）Share certificate113.变更登记（公司§162.1.2）alteration registration 114.发起人股票（公司§162.1.5）share certificates of promoters115.背书转让（公司§162.1.1.3）share assignment by endorsement116.公司股份之转让（公司§163.1）Assignment/transfer of shares117.转让（公司§163.1）effected118.股东常会（公司§165.2）regular shareholders‘ meeting 119.质物（公司§167.1）pledge120.破产宣告（公司§167.1）bankruptcy pronouncement 121.从属公司（公司§167.3）Subordinate company122.控制公司（公司§167.3）holing company123.认股权凭证（公司§167.2.1）share subscription warrant 124.不得转让（公司§167.2.1）non-assignment125.股东临时会（公司§170.1.2）Special meeting of shareholders 126.正当事由（公司§170.2）good cause127.临时动议（公司§172.5）extemporary motions128.法定人数（公司§175.1）quorum129.委托书（公司§177.3）written proxy130.议事录（公司§183.1）Minutes of the meeting131.决议方法（公司§183.3）the method of adopting resolutions132.公司存续期间（公司§183.3）the life of the company 133.决议解散（公司§186.1）a resolution for dissolution 134.法定利息（公司§187.3）legal interest135.失其效力（公司§188.1）lose its effect136.法令（公司§188.1）ordinance137.诉请（公司§189.1）enter a petition138.驳回请求（公司§189.1）dismiss petition.139.利害关系人（公司§190.1）interested party140.决议之内容（公司§191.1）substance of a resolution 141.提前解任（公司§199.1.1）discharged in advance 142.董事缺额（公司§201.1）vacancies in the board of directors143.常务董事（公司§208.1）managing directors144.检察官（公司§208.1.1）a public prosecutor145.临时管理人（公司§208.1.1）temporary manager 146.公司债存根（公司§210.1）counterfoil of corporate bonds147.证明文件（公司§210.2）evidentiary document(s) 148.提供相当之担保（公司§214.2）furnish an appropriate security149.得连选连任（公司§217.1）be eligible for re-election 150.会计师（公司§219.2）a certified public accountant 151.兼任公司董事（公司§222.1）be concurrently a director 152.连带债务人（公司§226.1）joint debtors153.不法行为（公司§231.1）any unlawful conduc154.实收资本（公司§232.2）paid-in capital155.法令（公司§188.1）ordinance156.诉请（公司§189.1）enter a petition157.驳回请求（公司§189.1）dismiss petition.158.利害关系人（公司§190.1）interested party159.决议之内容（公司§191.1）substance of a resolution 160.设定或解除质权（公司§197.1.1）creation or cancellation of a pledge161.提前解任（公司§199.1.1）discharged in advance 162.董事缺额（公司§201.1）vacancies in the board of directors163.以红利转作资本（公司§240.4）distributable bonus is to be capitalized164.募集公司债（公司§246.1）invite subscription for corporate bonds. word可编辑 .165.受偿（公司§246.1.1）receive indemnification166.公司债（公司§246.1.1）corporate bonds167.余额（公司§247.1）net remainder168.公司现有全部资产（公司§247.1）all assets in hands 169.无形资产（公司§247.1）intangible assets170.无担保公司债（公司§247.2）unsecured corporate bonds 171.公司债偿还（公司§248.1.4）redemption of the corporate bonds172.发行保证人（公司§248.1.16）guarantor(s)173.可转换股份（公司§248.1.18）convertible into shares 174.认股权（公司§248.1.19）share subscription warrants 175.上市公司（公司§248.2）the companies listed on centralized trading floor176.迟延支付本息（公司§249.1.1）in default of payment of principal and interest177.税后之平均净利（公司§250.1.2）annual net profit after paying tax178.撤销核准（公司§251.1）annul the approval179.停止（募集）（公司§251.2）called off180.无记名公司债券（公司§253.2）bearer corporate bonds 181.应募书（公司§253.2）forms of subscriptions182.公司债债权人（公司§255.1）corporate bondholders 183.抵押权（公司§256.1）Mortgages184.保管（公司§256.2）safe-keep185.可认购（公司§257.1）share subscription allowed 186.记名式之公司债券（公司§260.1）Registered corporate bond certificates187.无记名式债券（公司§261.1）bearer bonds188.改为记名式（公司§261.1）converted into registered bonds189.显失公正者（公司§265.1.3）apparently unjust and unfair 190.发行新股（公司§266.1）issue of new shares191.先买权（公司§267.3）preemptive right192.独立转让（公司§267.4）transferable independently 193.资产增值（公司§267.5）increments of assets194.发行条件（公司§268.1.3）terms of issue195.增资计划（公司§268.1.5）The capital increase plan 196.附认股权（公司§268.1.1）ancillary share subscription rights197.具有优先权利之特别股（公司§269.1）special shares with preference198.平均净利（公司§269.1.1）average net profit199.支付股息（公司§269.1.1）pay dividends200.健全之营业计划（公司§270.1.1）a sound business plan 201.营利能力（公司§270.1.1）profit-making capability 202.不足抵偿债务（公司§270.1.2）not sufficient to meet liabilities 203.股票原定发行金额（公司§271.1）original fixed value of the shares204.营业报告（公司§273.2）business report205.以现金当场购买（公司§273.4）with cash on the spot 206.换发新股票（公司§279.1）replacement of old share certificates by new ones207.暂停营业（公司§282.1）suspends its business208.有停业之虞（公司§282.1）an apprehension of suspension of business209.重建更生（公司§282.1）constructed or rehabilitated 210.法定代理人（公司§283.1.2）statutory representative 211.半年之资产负债表（公司§283.1.6）semi-annual balance sheet212.勒令停业限期清理（公司§283.1.6）ordered to wind up and to liquidate213.裁定驳回（公司§284.1）dismissal of the application 214.征询意见（公司§284.2）solicit the opinions215.公司重建更生（公司§285.1.2）the reconstruction or rehabilitation of the company216.公司以往业务经营之得失（公司§285.1.3）merits and demerits of the previous business operation of the company217.怠忽或不当情形（公司§285.1.3）neglect or improper practices218.重整方案（公司§285.1.5）reorganization proposal 219.准许（公司§285.1.1）render a ruling220.公司财产之保全处分（公司§287.1.1）Disposal for preservation of the company‘s property221.公司业务之限制（公司§287.1.2）Restriction on the business of the company222.公司履行债务（公司§287.1.3）performance of obligation of the company223.对公司行使债权（公司§287.1.3）Exercise of claim against the company224.和解（公司§287.1.4）composition225.转让之禁止（公司§287.1.5）Prohibition of transfer 226.责任之查定（公司§287.1.6）Assessment of the liabilities 227.重整监督人（公司§289.1）reorganizers supervisor 228.债权及股东权之申报（公司§289.1.1）declaring rights of creditors and shareholders229.申报期间（公司§289.1.2）period for declaration 230.借款（公司§290.5.3）Contract of loans231.长期性契约（公司§290.5.4）long term contracts 232.公司权利之抛弃或让与（公司§290.5.6）Waiver or assignment of rights of the company233.取回权（公司§290.5.7）retrieval234.破产法（公司§296.2）Bankruptcy Law. word可编辑 .235.事由终止（公司§297.3）extinction of the cause236.提存（公司§299.3）be deposited with a court237.表决权总额（公司§302.1）aggregate votes238.权利仍存续（公司§306.2.1）right is to remain in existence239.剩余财产（公司§306.2.2）residual property240.无担保重整债权人（公司§306.2.2）unsecured creditors in reorganizers241.按当时公平价格（公司§317.1）then prevailing fair price 242.放弃表决权（公司§317.1）waive his voting right 243.存续公司（公司§317.1.1.1）surviving company244.换股比例（公司§317.2.1.2）share swap ratio245.股份销除（公司§317.2.1.8）cancellation of the shares 246.催告债权人程序（公司§318.1）the procedure of serving follow-up notice to creditors247.现存财产（公司§325.2）available assets248.清算费用（公司§325.2）Liquidator expenses249.特别清算（公司§336.1）special liquidation250.权利之抛弃（公司§346.1.5）Relinquishment of any right 251.公司财产保全（公司§353.1.2）preserve the property of the company252.关系企业（公司§369-1.1）affiliated enterprises253.相互投资（公司§369-10.1）mutual investment254.申请认许（公司§371.1）apply for recognition255.分公司登记（公司§371.2）branch office registration 256.公共秩序或善良风俗（公司§373.1.1）public order or good custom257.代表处（公司§386.2）representative‘s office258.办事处（公司§386.2）business office259.公司之登记或认许（公司§387.1）applying for company registration or recognition260.委托书（公司§387.1）a power of attorney. word可编辑 .。
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【Statute Title】Company Law of the People’s Republic of China (2005 Revision)[现行有效] 【法规标题】中华人民共和国公司法(2005修订) [Effective]Promulgation date:10-27-2005Effective date:01-01-2006Department:Standing Committee of the National People's Congress Subject:Companies 发布日期：2005-10-27生效日期：2006-01-01发布部门：全国人大常委会类别：公司Order of the President(No. 42 [2005])The Company Law of the People’s Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People’s Congress of the People’s Republic of China on October 27, 2005. The amended Company Law of the People’s Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People’s Republic of China Hu JintaoOctober 27, 2005Company Law of the People’s Republic of China(Adopted at the Fift h Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993. Revised for the first time on December 25, 1999 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People’s Congress on Amending the Company Law of the People’s Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing Co mmittee 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 o f China on October 27, 2005)ContentsChapter I General ProvisionsChapter II Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability CompanyChapter IV Establishment and Organizational Structure of A Joint Stock Limited Company Section 1 EstablishmentSection 2 Shareholders’ AssemblySection 3 Board of Directors, ManagersSection 4 Board of SupervisorsSection 5 Special Provisions on the Organizational Structure 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 Corporate BondsChapter VIII Financial Affairs and Accounting of A CompanyChapter IX Merger and Split-up of Company; Increase and Deduction of Registered Capital Chapter X Dissolution and Liquidation of A CompanyChapter XI Branches of Foreign CompaniesChapter XII Legal LiabilitiesChapter XIII Supplementary Provisions中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
中华人民共和国主席胡锦涛2005年10月27日中华人民共和国公司法（1993年12月29日第八届全国人民代表大会常务委员会第五次会议通过根据1999年12月25日第九届全国人民代表大会常务委员会第十三次会议《关于修改〈中华人民共和国公司法〉的决定》第一次修正根据2004年8月28日第十届全国人民代表大会常务委员会第十一次会议《关于修改〈中华人民共和国公司法〉的决定》第二次修正2005年10月27日第十届全国人民代表大会常务委员会第十八次会议修订）目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构第十二章法律责任第十三章附则Chapter I General Provisions 第一章总则Article 1 This Law is enacted for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy第一条【立法目的】为了规范公司的组织和行为，保护公司、股东和债权人的合法权益，维护社会经济秩序，促进社会主义市场经济的发展，制定本法。
Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited set up within the territory of the People’s Republic of China according to the provisions of this Law.第二条【调整对象】本法所称公司是指依照本法在中国境内设立的有限责任公司和股份有限公司。
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the right to legal person property. It shall bear the liabilities for its debts with all its property. For a limited liability company, a shareholder shall be liable for the company to the extent of the capital contributions it has paid. For a joint stock limited company, a shareholder shall be liable for the company to the extent of the shares it has subscribed to.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。