公司法外文翻译
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;。
公司法英文词汇
任的董事、监事
examine and approve
审议批准
annual financial budgept lan and final accounts plan 公司年度预决算方案
of the company
company¡¯splans for profit distribution and for 利润分配方案和弥补亏损方
Corporate Bonds
公司债券
Merger and Division of Companies,Increaseand 公司合并、分立、增资、减
Reduction of Capital
资
Dissolution and Liquidation of Companies
公司解散和清算
Branches of Foreign Companies
making up losses
案
adopt rer meetings
定期会议
interim meetings
临时会议
jointly elected by half and more of the directors 半数以上股东共同推举
exercise voting rights
国有独资公司
Equity Transfer
股权转让
Company Limited by Shares
股份有限公司
Shareholders Assembly
股东会
Shareholders General Assembly
股东大会
Board of Directors
董事会
Board of Supervisors
administrative bodies of the company
赞比亚《公司法》THE_COMPANIES_ACT
1-Interpretation1. (1) In these regulations, unless the context otherwise requires:"Act" means the Companies Act, 1994;"prescribed rate of interest" means the rate of interest prescribed in regulations made under the Act for the purposes of the Standard Articles;"seal" means the common seal of the company and includes any official seal of the company; "resolution" means an ordinary resolution of the company;"secretary" means any person appointed to perform the duties of a secretary of the company.(2) Unless the context otherwise requires an expression, if used in a provision of these regulations that deals with a matter dealt with by a particular provision of the Act, has the same meaning as in that provisions of the Act.2-Share Capital and Variation of Rights2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, but subject to the Act, shares in the company may be issued by the directors and any such share may be issued with such preferred deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise, as the director, subject to a resolution, determine.3. The directors shall not issue any rights or options to shares in favour of any persons unless the issue has been authorised at a general meeting by a special resolution.4. Subject to the Act, any preference shares may, with the sanction of a resolution, be issued on the terms that they are, or at the option of the company are liable to be redeemed.5. (1) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound-up, be varied with the consent in writing of the holders ofthree-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class.(2) The provisions of the Act and these regulations relating to general meetings apply so far as they are capable of application and with the necessary modifications to every such class meeting except that-(a) where a class has only one me mber-that member shall constitute a meeting;(b) in any other case- a quorum shall be constituted by two persons who, between them, hold or represent by proxy one-third of the issued shares of the class; and(c) any holder of shares of the class, present in person or by proxy, may demand a poll.(3) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be varied by the creation or issue of further shares ranking equally with the first-mentioned shares.6. (1) The Company may make payments by way of brokerage or commission on the issue of shares.(2) Such payments shall not exceed the rate of 10 per cent of the price at which the shares are issued or an amount equal to 10 per cent of that price, as the case may be.(3) Such payments may be made in cash, by the allotment of fully or partly paid shares or partly by the payment of cash and partly by the allotment of fully or partly paid shares.7. (1) Except as required by law, the company shall not recognise a person as holding a share upon any trust.(2) The company shall not be bound by or compelled in any way to recognise (whether or not it has notice of the interest or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as otherwise provided by these regulations or by law) any other right in respect of a share except an absolute right of ownership in the registered holder.8. (1) A person whose name is entered as a member in the register of members shall be entitled without payment to receive a certificate in respect of the share under the seal of the company in accordance with the Act but, in respect of a share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate.(2) Delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.(3) If a share certificate is defaced, lost or destroyed, it may be renewed on payment of the fee allowed by the Act, or such lesser sum, and on such terms (if any) as to evidence and the payment of costs to the company of investigating evidence as the directors decide.3-Calls on Shares9. (1) The directors may make calls upon the members in respect of any money unpaid on the shares of the members (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue of those shares made payable at fixed times, except that no call shall exceed one-quarter of the sum of nominal values of the shares or be payable earlier than one month from the date fixed for the payment of the last preceding call.(2) Each member shall, upon receiving at least fourteen days notice specifying the time or times and place of payment, pay to the company, at the time or times and place so specified the amount called on his shares.(3) The directors may revoke or postpone a call.10. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments.11. The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.12. If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment of the sum to the time of actual payment at such rate not exceeding the prescribed rate of interest as the directors determine, but the directors may waive payment of that interest wholly or in part.13. Any sum that, by the terms of issue of a share, becomes payable on allo tment or at a fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes ofthese regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a call duly made and notified.14. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment.15. (1) The directors may accept from a member the whole or a part of the amount unpaid on a share although no part of that amount has been called up.(2) The directors may authorise payment by the company of interest upon the whole or any part of an amount so accepted, until the amount becomes payable, at a rate agreed upon between the directors and the member paying the sum subject to subregulation (3).(3) For the purposes of subregulation (2), the rate of interest shall not be greater than-(a) if the company has, by resolution, fixed a rate-rate the so fixed; and(b) in any other case the prescribed rate of interest.4-Lien16. (1) The company has a first and paramount lien on every share (not being a fully paid share) for all money (whether presently payable or not) called or payable at a fixed time in respect of that share.(2) The company also has a first and paramount lien on all shares (other than fully paid shares) registered in the name of a sole holder for all money presently payable by him or his estate to the company.(3) The directors may at any time exempt a share wholly or in part from the provisions of this regulation.(4) The company's lien (if any) on a share extends to all dividends payable in respect of the share.5-Forfeiture of Shares17. (1) If a member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued.(2) The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.18. (1) If the requirements of a notice served under regulation 17 are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect.(2) Such a forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.19. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and, at any time before a sale or disposition, the forfeiture may be cancelled on such terms as the directors think fit.20. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall remain liable to pay to the company all money that, at the date of forfeiture, was payable by him to the company in respect of the shares (including interest at the prescribed rate of interest from the date of forfeiture on the money for the time being unpaid if the directors think fit to enforce payment of the interest), but his liability shall cease if and when the company receives payment in full of all the money (including interest) so payable in respect of the shares.21. A statement in writing declaring that the person making the statement is a director or a secretary of the company, and that a share in the company has been duly forfeited on a date stated in the statement, shall be prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.22. (1) The company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of.(2) Upon the execution of the transfer, the company shall register the transferee as the holder of the share.(3) The transferee shall not be bound to see to the application of any money paid as consideration.(4) The title of the transferee to the share shall not be affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.23. The consideration referred in regulation 22 shall be applied by the company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) shall (subject to any like lien for sums not presently payable that existed upon the shares before the sale) be paid to the person entitled to the shares immediately before the transfer.24. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the shares or by way of premium, as if that sum had been payable by virtue of a call duly made and notified.6-Transfer of Shares25. (1) Subject to these regulations, a member may transfer all or any of his shares by instrument in writing in a form prescribed for the purposes of section fifty-seven of the Act or in any other form that the directors approve.(2) An instrument of transfer referred to in subregulation (1) shall be executed by or on behalf of both the transferor and the transferee.26. The instrument of transfer shall be left for registration at the registered office of the company, together with such fee (if any) not exceeding two monetary units as the directors require, accompanied by the the certificate of the shares to which it relates and such other information as the directorsproperly require to show the right of the transferor to make the transfer, and thereupon the company shall subject to the powers vested in the directors by these regulations, register the transferee as a shareholder.27. The directors may decline to register a transfer of shares, not being fully paid s hares, to a person of whom they do not approve and may also decline to register any transfer of shares on which the company has a lien.28. The directors may refuse to register any transfer that is not accompanied by the appropriate share certificate, unless the company has not yet issued the share certificate or is bound to issue a renewal or copy of the share certificate.29. The registration of transfers may be suspended at such times and for such periods as the directors from time to time determine, provided that the periods do not exceed in the aggregate thirty days in any year.7-Transmission of Shares30. In the case of the death of a member, the survivor where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares, but this regulation does not release the estate of a deceased joint holder from any liability in respect of a s hare that had been jointly held by him with other persons.31. (1) Subject to any written law relating to bankruptcy, a person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such information being produced as is properly required by the directors, elect either to be registered himself as holder of the share or to have some other person nominated by him registered as the transferee of the share.(2) If the person becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects.(3) If he elects to have another person registered, he shall execute a transfer of the share to that other person.(4) All the limitations, restrictions and provisions of these regulations relating to the right to transfer, and the registration of the transfer of share are applicable to any such notice or transfer as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member.32. (1) Where the registered holder of a share dies or becomes bankrupt, his personal representatives or the trustee of his estate, as the case may be, shall be upon the production of such information as is properly required by the directors, entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the company, or to voting or otherwise), as the registered holder would have been entitled to if he had not died or b ecome bankrupt.(2) Where two or more persons are jointly entitled to any share in consequence of the death of the registered holder, they shall, for the purposes of these regulations, be deemed to be joint holders of the shares.8-Conversion of Shares into Stock33. The company may, by resolution, convert all or any of its paid up shares into stock and reconvert any stock into paid up shares of any nominal value.34. (1) Subject to subregulation (2), where shares have been converted into stock, the provisions of these rules relating to the transfer of shares apply, so far as they are capable of application, to the transfer of the stock or of any part of the stock.(2) The directors may fix the minimum amount of stock transferable and restrict or forbid the transfer of fractions of that minimum, but the minimum shall not exceed the aggregate of the nominal values of the shares from which the stock arose.35. (1) The holders of stock shall have, according to the amount of the stock held by them, the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as they would have if they held the shares from which the stock arose.(2) No privilege or advantage shall be conferred by any amount of stock that would not, if existing in shares, have conferred that privilege or advantage.36. The provisions of these regulations that are applicable to paid up shares shall apply to stock, and references in those provisions to share and shareholder shall be read as including references to stock and stockholder, respectively.9-Alteration of Capital37. The company may by resolution-(a) increase its authorised share capital by the creation of new shares of such amount as is specified in the resolution;(b) consolidate and divide all or any of its authorised share capital into shares of larger amount than its existing shares;(c) subdivide all or any of its shares into shares of smaller amount than is fixed by the certificate of share capital, but so that in the subdivision the proportion between the amount paid and the amount (if any) unpaid on each such share of a smaller amount is the same as it was in the case of the share from which the share of a smaller amount is derived; and(d) cancel shares that, at the date of passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited, and reduce its authorised share capital by the amount of the shares so cancelled.38. (1) Subject to any resolution to the contrary, all unissued shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances allow, to the sum of the nomin al values of the shares already held by them.(2) The offer shall be made by notice specifying the number of shares offered and delimiting a period within which the offer, if not accepted, will be deemed to be declined.(3) After the expiration of that period or on being notified by the person to whom the offer is made that he declines to accept the shares offered, the directors may issue those shares in such manner as they think most beneficial to the company.(4) Where, by reason of the proportion that shares proposed to be issued bear to shares already held, some of the first-mentioned shares cannot be offered in accordance with sub-regulation (1), the directors may issue the shares that cannot be so offered in such manner as they think most beneficial to the company.39. Subject to the Act, the company may, by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account.共有153页，如需要余下部分请与本人联系chinavea@。
公司法 英文版
新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the 18th meeting of the Standing Committee of the Tenth National People's Congress on October 27, 2005. This Law, as amended, is hereby promulgated and will come into force on January 1, 2006.)Chapter One: General ProvisionsChapter Two: Incorporation and Organizational Structure of a Limited Liability Company Section One IncorporationSection Two Organizational StructureSection Three Special Provisions on One-Person Limited Liability CompaniesSection Four Special Provisions on Wholly State-owned CompaniesChapter Three: Share Transfer of a Limited Liability CompanyChapter Four: Establishment and Organizational Structure of a Joint Stock Limited Company Section One EstablishmentSection Two General Meeting of ShareholdersSection Three Board of Directors and General ManagerSection Four Board of SupervisorsChapter Five Issue and Transfer of Shares of Joint Stock Limited CompaniesSection One Issue of SharesSection Two Assignment Of SharesChapter Six: Qualifications and Obligations of Directors, Supervisors and Senior OfficersChapter Seven: Company BondsChapter Eight : Financial and Accounting Affairs of CompanyChapter Nine:Merger and Division of Company, Increase and Decrease of Registered CapitalChapter Ten: Dissolution and Liquidation of CompanyChapter Eleven : Branch of Foreign CompanyChapter Twelve: Legal LiabilitiesChapter Thirteen : Supplementary ProvisionsChapter One: General ProvisionsArticle 1This Law is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain the socio-economic order and to promote the development of the socialist market economy.Article 2The term 'company' referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article 3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of their respective capital contributions. In the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article 4The shareholders of a company shall enjoy such rights as benefiting from assets of the company, making major decisions and selecting managerial personnel in accordance with the law.Article 5In conducting its business, a company must abide by laws and administrative rules and regulations, observe social morals and business ethics, conduct businesses in good faith, subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article 6A company shall apply to the company registration authority for establishment registration. Companies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies; while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws, administrative rules and regulations provide that incorporation of companies must be subject to examination and approval, the procedures of examination and approvalshall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority. The company registration authority shall provide such inquiry service.Article 7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law. The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company, registered capital, paid-in capital, business scope, the name of the legal representative, etc. In the event of any change to the registration item of the business license, a company shall undergo alteration registration procedures with the company registration authority in accordance with the law, after which a new business license shall be issued to the company.Article 8A limited liability company established according with this Law must clearly indicate the words 'limited liability company' in its name.A joint stock limited company established according to this Law must clearly indicate the words 'joint stock limited company' or ‘joint stock company’ in its name.Article 9If a limited liability company is to be converted into a joint stock limited company, it shall satisfy the requirements for a joint stock limited company stipulated by this Law. If a joint stock limited company is to be converted into a limited liability company, it shall satisfy the requirements for a limited liability company stipulated by this Law. Where a limited liability company is converted into a joint stock limited company or vice versa, the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article 10A company's domicile shall be the place where its main administrative organization is located.Article 11Articles of association must be formulated in accordance with the law when a company is incorporated. A company's articles of association shall have binding force on the company, its shareholders, directors, supervisors and senior officers.Article 12A company's scope of business shall be defined in its articles of association and registered in accordance with the law. A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws, administrative rules and regulations shall be approved in accordance with the law.Article 13The legal representative of a company may be represented by the chairman, executive director or manager of a company in compliance with its articles of association and registered in accordance with the law. In the event of any change of the legal representative of a company, such change shall be registered in accordance with the law.Article 14A company may establish branches. The company, in establishing its branch(es), shall conduct establishment registration procedures with the company registration authority and obtain the business license(s). The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries, which shall possess the status of enterprise legal persons, and shall independently bear civil liabilities in accordance with the law.Article 15A company may invest in other enterprises, however, unless otherwise stipulated by the law, the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article 16Investments in other enterprises or provisions of security by a company shall be determined by its board of directors, shareholders meeting or general meeting of shareholders in compliance with its articles of association. Where the limit of the aggregate amount of investment or security extended by a company or, the amount of investment or security extended in each case is set out in the articles of association, the actual amount of investment or security shall not exceed such limit. Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph. The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article 17Companies must protect the lawful rights and interests of their staff and workers, sign labor contracts with them and cover them with social insurances in accordance with the law, and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article 18Company's staff and workers shall, in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protectthe lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities. The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration, work hours, welfare, insurance, labor security, etc. in accordance with the law.Companies shall, through the congress of the workers and staff members or other forms, practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company, or formulating important rules and regulations and shall, through the congress of the workers and staff members or other forms, seek advice and suggestions from its staff and workers.Article 19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of China. Companies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article 20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company, shall not abuse their shareholders’ rights to injure the interests of the company or other shareholders, or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’s creditors.Where the abuse of shareholders’ rights causes any loss to the company or other shareholders, such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors, such shareholders shall bear joint and several liability for the debts ofthe company.Article 21The controlling shareholders, actual controllers, directors, supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and, where any losses are incurred in violation hereof, shall be liable for compensation.Article 22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting, the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting, general meeting of shareholders or board of directors of a company or the voting method violates laws, administrative rules and regulations or the articles of association of the company, or the resolution thereof contravenes the articles of association of the company, shareholders may, within sixty (60) days of the resolution, apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph, a people’s court may, at the company’s request, order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors, the company shall, after the people’s court declares such resolution null and void or revokes the same, shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two: Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle 23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1) The number of shareholders conforms to the statutory quorum;(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;(3) The shareholders have jointly formulated the articles of association of the company;(4) The company has a name and an organizational structure established in compliance with the requirements for a limited liability company; and(5) The company has a domicile.Article 24A limited liability company shall be incorporated by not more than fifty (50) shareholders.Article 25The articles of association of a limited liability company shall specify the following particulars:(1) the name and domicile of the company;(2) the scope of business of the company;(3) the registered capital of the company;(4) the names or titles of the shareholders;(5) the method, amount and time of capital contributions by the shareholders;(6) the organization of the company, its method of creation, functions and powers and therules of procedure;(7) the legal representative of the company;(8) other items which the shareholders deem necessary to be specified. Shareholders shall sign and execute the article of association of the company.Article 26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority. The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent (20%) of the registered capital or the minimum amount prescribed by the law, the remaining of which shall be fully paid up within two years of the establishment of the company. In the case of an investment company, the remaining amount of the registered capital may be paid up within five years of the establishment of the company. The minimum amount of the registered capital of a limited liability company shall be RMB 30, 000. Where laws and administrative regulations provide for more than the minimum amount, such provisions shall apply.Article 27Except for assets forbidden to be used as contribution by laws and administrative regulations, a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification, and shall not be overvalued or undervalued. Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property, such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent (30%) of the amount of the registered capital of the limited liability company.Article 28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company. Where a shareholder makes its capital contribution in currency, it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established. Where a shareholder makes its capital contribution in the form of non-currency property, the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall, they shall, in addition to making the contributions in full, be liable for breach of contract towards the shareholders who have made full capital contributions.Article 29After all shareholders have made their capital contributions in full, such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article 30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution, application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration, the articles of association and the capital verification certificate.Article 31Where, after the incorporation of a limited liability company, it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference. Those who are shareholders at the time of the incorporation of the companyshall bear joint and several liability therefor.Article 32After a limited liability company has been incorporated, it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1) the name of the company;(2) the registration date of the company;(3) the registered capital of the company;(4) the name or title of the shareholder, the amount and date of its capital contribution;(5) the serial number of the capital contribution certificate and the date of its verification and issuance. A capital contribution certificate shall bear the seal of the company on it.Article 33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1) the names or titles and domiciles of the shareholders;(2) the amounts of capital contributions of the shareholders; and(3) the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and, in the event of any change thereof, apply for alteration registration. Unless duly registered, theabove-mentioned items and any changes thereof shall not be a defense against a third party.Article 34A shareholder shall have the right to view the articles of association, the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company. For this purpose, they shall submit a written request and state reasons. Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company, the company may refuse such request and shall, within fifteen (15) days of such request, reply in written form and state reasons. Given such, shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article 35Unless otherwise agreed upon by all shareholders, shareholders shall draw dividends in proportion to their actual capital contributions and, where a company increases capital, shall have priority in subscription for new shares in proportion to their actual contributions.Article 36Once a company is registered, its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle 37The shareholders meeting of a limited liability company shall be composed of all the shareholders. The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.The shareholders meeting shall exercise the following functions and powers:(1) to decide on the business policy and investment plan of the company;(2) to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(3) to examine and approve reports of the board of directors;(4) to examine and approve reports of the supervisory board or supervisors;(5) to examine and approve the annual financial budget plan and final accounts plan of the company;(6) to examine and approve plans for profit distribution of the company and plans for making up losses;(7) to adopt resolutions on the increase or reduction of the registered capital of the company;(8) to adopt resolutions on the issuance of company bonds;(9) to adopt resolutions on matters such as the merger, division, transformation, dissolution and liquidation of the company;(10) to amend the articles of association of the company;(11) to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders, the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article 40Shareholders meetings shall be divided into regular meetings and interim meetings. Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company. Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors, or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article 41Where a limited liability company has a board of directors, its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board. Where the chairman of the board is unable to or does not perform his function, the meeting shall be presided over by a vice-chairman. Where the vice-chairman is unable to or does not perform his function, the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors, the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function, the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors. Where the board of supervisors or supervisor cannot or does not perform its function, the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article 42All shareholders shall be notified fifteen (15) days prior to the convening of a shareholders meeting, unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article 43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.Article 44Except as provided for in this Law, the rules of deliberation and voting procedures of the shareholders meeting shall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital, the division, merger, dissolution, or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article 45Except as otherwise provided for in Article 51 of this Law, a limited liability company shall have a board of directors, which shall be composed of three to thirteen members. The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises, or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company. The members of the board of directors of other limited liability companies may also include representatives of the staff and workers. Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms. A board of directors shall have a chairman and may have a vice-chairman. The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article 46The term of the directors shall be prescribed by the articles of association, provided that each term may not exceed three (3) years. A director may continue to serve his post if he is re-elected upon the expiration of his term. Where a new elect is not yet available upon expiration of a director’s term, or the number of the directors on the board is less than the quorum due to the resignation of a director within his term, such director, before the new elect takes his office, shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article 47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1) being responsible for convening shareholders meetings and presenting reports thereto;(2) implementing resolutions adopted by the shareholders meeting;(3) determining the company's operational plans and investment programs;(4) preparing annual financial budget plans and final accounting plans of the company;(5) preparing profit distribution plans and plans to cover company losses;(6) preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7) drafting plans for merger, division, change of corporate form or dissolution of the company;(8) determining the structure of the company's internal management;(9) appointing or removing the general manager of the company, appointing or removing, upon the general manager's recommendation, deputy managers of the company and the officer in charge of finance, and determining the remuneration for those officers;。
中国公司法中英文版
中华人民共和国公司法COMPANY LAW OF THE PEOPLE’S REPUBLIC OF CHINA目录：TABLE OF CONTENTS第一章：总则Chapter One: General Provisions第二章：有限责任公司的设立和组织机构Chapter Two: Establishment and Organs of Limited Liability Company第一节：设立Section One Establishment第二节：组织机构Section Two Organs第三节：国有独资公司Section Three. Wholly State-owned Company第三章：股分有限公司的设立和组织机构Chapter Three: Establishment and Organs of Joint Stock Limited Company 第一节：设立Section One. Establishment第二节：股东大会Section Two. Shareholders’general committee第三节：董事会、领导Section Three. Board Of Directors And General Manager第四节：监事会Section Four. Board Of Supervisors第四章：股分有限公司的股分发行和转让Chapter Four: Issue and Transfer of Shares of Joint Stock Limited Company 第一节：股分发行Section One. Issue Of Shares第二节：股分转让Section Two. Transfer Of Shares第三节：上市公司Section Three. Listed Company第五章：公司债券Chapter Five: Company Bonds第六章：公司财务、会计Chapter Six: Financial and Accounting Affairs of Company第七章：公司归并、分立Chapter Seven: Merger and Division of Company第八章：公司破产、解散和清算Chapter Eight: Bankruptcy, Dissolution and Liquidation of Company第九章：外国公司的分支机构Chapter Nine: Branch of Foreign Company第十章：法律责任Chapter Ten: Legal Liabilities第十一章：附则Chapter Eleven: Supplementary Provisions第一章：总则Chapter One: General Provisions第一条：为了适应成立现代企业制度的需要，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，保护社会经济秩序，增进社会主义市场经济的进展，按照宪法，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(中英文)
Company Law of the People's Republic of China (Revised in 2013)(Adopted at the 5th Session of the Standing Committee of the 8th National People's Congress on December 29, 1993.Revised for the first time on December 25, 1999 in accordance with the Decision of the 13th Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China.Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China.Revised at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005.Revised for the third time on December 28, 2013 in accordance with the Decision on Amending Seven Laws Including the Marine Environment Protection Law of the People's Republic of China at the 6th Session of the Standing Committee of the 12th National People's Congress. It is now promulgated and shall come into effect as of March 1, 2014.)Standing Committee of the National People's CongressDecember 28, 2013ContentsChapter I: General ProvisionsChapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 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 Equity Interests in Limited Liability CompaniesChapter IV: Establishment and Organizational Structure of Companies Limited By SharesSection 1: EstablishmentSection 2: General MeetingSection 3: Board of Directors and ManagerSection 4: Board of SupervisorsSection 5: Special Provisions on the Organizational Structure of Listed CompaniesChapter V: Issuance and Transfer of Shares in Companies Limited by SharesSection 1: Issuance of SharesSection 2: Transfer of SharesChapter VI: Qualifications and Obligations of Directors, Supervisors and Senior Officers of CompaniesChapter VII: Corporate BondsChapter VIII: Financial Affairs and Accounting of CompaniesChapter Ix: Merger and Division, Increase and Reduction of Capital of CompaniesChapter X: Dissolution and Liquidation of CompaniesChapter XI: Branches of Foreign CompaniesChapter XII: Legal LiabilityChapter XIII: Supplementary ProvisionsChapter I: General ProvisionsArticle 1: The Company Law of the People's Republic of China (hereinafter referred to as the "Law") has been enacted in order to standardize the organization and activities of companies, protect the lawful rights and interests of companies, shareholders and creditors, safeguard the social and economic order and promote the development of the socialist market economy.Article 2: For the purposes of the Law, the term "companies" refers to limited liability companies and companies limited by shares established within the territory of China pursuant to the Law.Article 3: A company is an enterprise legal person, which has independent corporate property and enjoys corporate property rights. A company shall be liable for its debts to the extent of all ofits property.A shareholder of a limited liability company shall be liable for the company to the extent of the capital contribution it subscribes. A shareholder of a company limited by shares shall be liable for the company to the extent of the shares it subscribes.Article 4: The shareholders of a company shall enjoy such rights as return on assets, participation in major decision-making and selection of managers according to the law.Article 5: When engaging in business activities, a company shall abide by laws and administrative regulations, observe social morality and business ethics, act in good faith, accept supervision by the government and the public, and bear social responsibilities.The lawful rights and interests of companies shall be protected by law and shall not be infringed upon.Article 6: To establish a company, an application for registration of establishment shall be filed with the company registration authority according to the law. If the conditions of establishment specified herein are met, the applicant shall be registered by the company registration authority as a limited liability company or a company limited by shares. If the conditions for establishment specified herein are not met, it may not be registered as a limited liability company or a company limited by shares.If laws or administrative regulations provide that the establishment of a company is subject to approval, approval procedures shall be carried out according to the law prior to the company’s registration.The public may apply to the company registration authority for inquiring the registered particulars of a company, and the company registration authority shall make such inquiry available.Article 7: A company established according to the law shall be issued a company business license by the company registration authority. The date of issue of the company business license shall be that of establishment of the company.The company business license shall contain the name, address, registered capital, scope of business and the name of the legal representative of the company.In the event of any change to any item recorded in the company business license, the company shall carry out change registration formalities and a new business license shall be renewed by the company registration authority.Article 8: The name of a limited liability company established in accordance with the Law shallcontain the words "limited liability company" or “company limited”.The name of a company limited by shares established in accordance with the Law shall contain the words "company limited by shares" or “joint stock company”.Article 9: If a limited liability company intends to be converted into a company limited by shares, the conditions with respect to companies limited by shares set forth herein shall be satisfied. If a company limited by shares intends to be converted into a limited liability company, the conditions with respect to limited liability companies set forth herein shall be met.If a limited liability company is converted into a company limited by shares, or if a company limited by shares is converted into a limited liability company, the claims and debts of the company that have arisen prior to the conversion shall be succeeded to by the company after the conversion.Article 10: The domicile of a company shall be the place where its principal office is located.Article 11: To establish a company, the articles of association shall be formulated according to the law. A company's articles of association shall be binding upon the company, shareholders, directors, supervisors and senior officers.Article 12: The scope of business of a company shall be specified in the articles of association of the company and shall be registered according to the law. A company may amend its articles of association and change the scope of business, provided that it shall carry out change registration.If any item in the scope of business of a company is subject to approval as required by laws or administrative regulations, such item shall be approved according to the law.Article 13: The chairman of the board, the executive director or the manager of the company shall act as the legal representative of a company pursuant to the articles of association of the company and the same shall be registered according to the law. In the event of any change in the legal representative of the company, formalities shall be carried out for registration change.Article 14: A company may establish branches. To establish a branch, application shall be made to the company registration authority for registration and a business license shall be obtained. A branch does not have the status of a legal person and its civil liability shall be borne by the company.A company may establish subsidiaries. A subsidiary has the status of a legal person and independently bears civil liability according to the law.Article 15: A company may invest in other enterprises, provided that it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests, unless otherwise provided by law.Article 16: If a company invests in another enterprise or provides security for another party, a resolution shall be adopted by the board of directors or by the board of shareholders or general meeting according to the provisions of the articles of association of the company. If the articles of association of the company have specified a limit on the total amount of investment or security and the amount of a single investment or security, the specified limit may not be exceeded.If a company provides security for a shareholder or the de facto controller of the company, a resolution of the board of shareholders or general meeting shall be passed.Any shareholder set forth in the preceding paragraph or controlled by a de facto controller set forth in the preceding paragraph may not participate in voting on any resolution specified in the preceding paragraph. Such resolution shall be adopted by the other shareholders that are present at the meeting and represent more than half of the voting rights.Article 17: A company shall protect the lawful rights and interests of its employees, and enter into labor contracts with its employees, contribute social insurance premiums, strengthen labor protection and ensure production safety according to the law.A company shall use various methods to strengthen the vocational education and on-the-job training of its employees in order to improve their capabilities.Article 18: The employees of a company shall organize a labor union and conduct labor union activities in accordance with the Labor Union Law of the People's Republic of China to protect the lawful rights and interests of the employees. The company shall provide its labor union with conditions necessary for conducting its activities. The labor union of the company shall enter into collective contracts on behalf of the employees with the company with respect to such matters as labor remuneration, working hours, welfare, insurance and labor safety and health of the employees according to the law.A company shall implement democratic management through the employees' representative congress or other channels in accordance with the provisions of the Constitution and relevant laws.When a company discusses and decides on restructuring and major issues concerning its business operation or formulates major rules, regulations and policies, it shall solicit opinions from the labor union of the company, as well as opinions and suggestions from its employees through the employees' representative congress or other channels.Article 19: In a company, an organization of the Communist Party of China shall be established to carry out the activities of the party in accordance with the charter of the Communist Party of China. The company shall provide the necessary conditions for the activities of the party organization.Article 20: The shareholders of a company shall abide by laws, administrative regulations and the articles of association of t he company and exercise shareholder’s rights according to the law, and may not abuse shareholder’s rights to harm the interests of the company or other shareholders, or abuse the independent status of the company legal person and the limited liability of shareholders to harm the interests of the creditors of the company.If a shareholder of the company abuses its shareholder’s rights, thereby causing losses to the company or other shareholders, the shareholder shall be liable for compensation according to the law.If a shareholder of the company abuses the independent status of the company legal person and the limited liability of shareholders to evade debts and seriously harms the interests of the creditors of the company, it shall bear joint and several liability for the debts of the company.Article 21: The controlling shareholder, de facto controller, directors, supervisors and senior officers of a company may not use their affiliation to harm the interests of the company.Anyone that violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.Article 22: A resolution of the board of shareholders or general meeting or the board of directors of a company shall be void if its contents are in violation of laws or administrative regulations.If the procedure for convening the board of shareholders or general meeting or the meeting of the board of directors, or the method of voting violates laws, administrative regulations or the articles of association of the company, or if the contents of a resolution violate the articles of association of the company, a shareholder may, within 60 days of the adoption of the resolution, petition to a people’s court for cancellation of resolution.If the shareholder institutes proceedings pursuant to the prec eding paragraph, the people’s court may, at the request of the company, require the shareholder to provide a corresponding security.If the company has carried out change registration in accordance with the resolution of the board of shareholders or general meeting or the board of directors, the company shall apply to the company registration authority for cancellation of the change registration after the people’s court declares the resolution invalid or cancels the resolution.Chapter II: Establishment and Organizational Structure of Limited Liability CompaniesSection 1: EstablishmentArticle 23: The following conditions shall be fulfilled for the establishment of a limited liability company:(I) the number of shareholders conforms to the statutory number;(II) the capital contribution subscribed by subscribed by all shareholders is consistent with that prescribed in the articles of association;(III) the shareholders have jointly formulated the company's articles of association;(IV) the company has a name and an organizational structure established in conformity with the requirements for limited liability companies; and(V) the company has a domicile.Article 24: A limited liability company shall be invested in and established by no more than 50 shareholders.Article 25: The articles of association of limited liability companies shall specify the following particulars:(I) the name and domicile of the company;(II) the business scope of the company;(III) the registered capital of the company;(IV) the names and domiciles of the shareholders;(V) the method, amount and time of capital contribution by the shareholders;(VI) the organization of the company and its methods of establishment, functions and powers, and rules of procedure;(VII) the legal representative of the company; and(VIII) other matters that the shareholders deem necessary to be specified.Shareholders sh all sign and affix their seals on the company’s articles of association.Article 26: The registered capital of a limited liability company shall be the capital contributions subscribed by all shareholders as registered with the company registration authority.Where laws, administrative regulations and the decisions of the State Council stipulate the actual paid registered capital and another amount on the minimum registered capital of a limited liability company, such stipulations shall prevail.Article 27: Shareholders may make capital contribution in currency or in non-currency property that may be valued in currency and transferable according to the law such as physical objects, intellectual property and land use rights, except for property that may not be used as capital contribution according to the laws or administrative regulations.Non-currency property contributed as capital shall be valued and verified, and shall not be over-valued or under-valued. Where laws or administrative regulations have provisions on valuation, such provisions shall prevail.Article 28: Each shareholder shall make the capital contribution it subscribes as specified in the articles of association of the company on time and in full. If a shareholder makes its capital contribution in currency, it shall deposit the full amount of capital contribution in currency in a bank account opened by the limited liability company with a bank. If capital contribution is made in non-currency property, the transfer procedures for the property rights therein shall be handled according to the law.If a shareholder fails to make capital contribution in accordance with the preceding paragraph, it shall, in addition to making capital contribution in full to the company, be liable for breach of contract to the shareholders that have made their capital contributions on time and in full.Article 29: After the shareholders subscribed the capital contribution in full as prescribed in the articles of association, a representative designated by all shareholders or an agent jointly appointed by them shall submit a company registration application and documents such as the company’s articles of association to the company registration authority to apply for registration of establishment.Article 30: If, after establishment of a limited liability company, the actual value of the non-currency property contributed as capital for the establishment of the company is found markedly lower than the value as set forth in the articles of association of the company, the shareholder making such contribution shall make up for the difference. The other shareholders as at the time of the company's establishment shall bear joint and several liability for such difference.Article 31: A limited liability company shall issue capital contribution certificates to its shareholders after it is established.The capital contribution certificate shall specify the following particulars:(I) the name of the company;(II) the date of establishment of the company;(III) the registered capital of the company;(IV) the name of the shareholder, the amount of its capital contribution made and the date of capital contribution; and(V) the serial number and date of issuance of the capital contribution certificate.The capital contribution certificate shall be affixed with the seal of the company.Article 32: A limited liability company shall establish a register of shareholders to record the following items:(I) the names and domiciles of the shareholders;(II) the amounts of capital contribution of the shareholders; and(III) the serial numbers of the capital verification certificates.The shareholders on the register of shareholders may claim and exercise s hareholder’s rights on the basis of the register of shareholders.The company shall register the names of its shareholders with the company registration authority. If there is a change in the registered items, change registration shall be carried out. Anyone that fails to complete registration or change registration may not resist the claims of a third person.Article 33: Shareholders shall have the right to examine and reproduce the articles of association of the company, the minutes of the board of shareholders, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports.Shareholders may request to examine the account books of the company. If a shareholder requests to examine the account books of the company, it shall make a written request to the company stating the purpose thereof. If the company has reasonable basis to believe that the purpose of the examination of the account books by the shareholder is improper and that such examination may harm the lawful rights and interests of the company, the company may refuse to make the books for examination available, and shall reply to the shareholder in writing and state the reason for the refusal within 15 days of the written request of the shareholder. If the company refuses to provide the account books for examination, the shareholder may petition to the people’s court for provision of the account books by the company.Article 34: A shareholder shall receive dividends in proportion to its paid-up capital contribution. When the company increases its capital, the shareholder shall have the priority right to subscribe for capital contribution in proportion to its paid-up capital contribution, except where all shareholders agree not to receive dividends in proportion to the paid-up capital contribution or not to exercise priority right to subscribe for capital contribution in proportion to the paid-up capital contribution.Article 35: After a company is established, its shareholders may not withdraw their capital contribution.Section 2: Organizational StructureArticle 36: The board of shareholders of a limited liability company shall be composed of all the shareholders. The board of shareholders shall be the organ of authority of the company and shall exercise its functions and powers pursuant to the Law.Article 37: The board of shareholders shall exercise the following functions and powers:(I) to decide on the business policies and investment plans of the company;(Ii) to elect and replace directors and supervisors that are not appointed from representatives of staff and workers, and to decide on matters concerning the remuneration of directors and supervisors;(Iii) to consider and approve reports of the board of directors;(IV) to consider and approve reports of the board of supervisors or supervisors;(V) to consider and approve the company's proposed annual financial budgets and final accounts;(VI) to consider and approve the company's profit distribution plans and plans for making up losses;(VII) to pass resolutions on the increase or reduction of the company's registered capital;(VIII) to pass resolutions on the issuance of corporate bonds;(IX) to pass resolutions on matters such as the merger, division, dissolution, liquidation or change of the corporate form of the company;(X) to amend the articles of association of the company; and(XI) other functions and powers specified in the articles of association of the company.If the shareholders unanimously express consent to the matters set out in the preceding paragraph in writing, the decision may be made, without convening of the board of shareholders, directly with a document of the decision bearing the signatures and seals of all shareholders.Article 38: The first general meeting shall be convened and presided over by the shareholder thatmade the largest capital contribution, and shall exercise its functions and powers pursuant to the provisions hereof.Article 39: General meetings shall be divided into regular meetings and extraordinary meetings.Regular meetings shall be convened on time in accordance with the articles of association of the company. An extraordinary meeting shall be convened if it is proposed by shareholders representing one tenth or more of the voting rights, or by one third or more of the directors or the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s).Article 40: If a limited liability company has established a board of directors, the general meeting shall be convened by the board of directors and presided over by the chairman of the board. If the chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by the vice-chairman of the board. If the vice-chairman of the board is unable to or does not perform his duty, the meeting shall be presided over by a director jointly designated by more than half of the directors.If a limited liability company has no board of directors, the general meeting shall be convened and presided over by the executive director(s).If the board of directors or the executive director(s) cannot or do not perform the duty of convening the general meeting, the meeting shall be convened and presided over by the board of supervisors or, in the case of a company without a board of supervisors, the supervisor(s). If the board of supervisors or the supervisors do not convene and preside over the meeting, the meeting may be convened and presided by the shareholders representing one-tenth or more of the voting rights.Article 41: If a general meeting is to be convened, all shareholders shall be notified 15 days before the meeting is held, unless otherwise stipulated in the articles of association of the company or agreed by all shareholders.The board of shareholders shall keep minutes of the decisions on the matters under its consideration. The shareholders present at the meeting shall sign the minutes of the meeting.Article 42: Shareholders shall exercise voting rights at general meetings in proportion to their capital contribution, unless otherwise stipulated in the articles of association of the company.Article 43: The method of deliberation and voting procedures of the board of shareholders shall be specified in the articles of association of the company, except where stipulated herein.Resolutions of the general meeting on the amendment of the articles of association of the company, increase or reduction of the registered capital, and merger, division, dissolution or change of corporate form shall be adopted by shareholders representing two thirds or more ofthe voting rights.Article 44: A limited liability company shall have a board of directors of three to 13 members, unless otherwise stipulated in Article 51 hereof.In a limited liability company invested in and established by two or more State-owned enterprises or two or more other State-owned investment entities, the members of the board of directors shall include representatives of the staff and workers of the company. In other limited liability companies, the members of the board of directors may include representatives of the staff and workers of the company. Representatives of staff and workers on the board of directors shall be democratically elected by the staff and workers of the company through the staff and workers’ congress, the staff and workers’ general meeting or other ways.A board of directors shall have one chairman of the board and may have vice-chairmen of the board. The method of appointment of the chairman and vice-chairman (or vice-chairmen) of the board shall be specified in the articles of association of the company.Article 45: The term of office of directors shall be specified in the articles of association of the company but each term may not exceed three years. If re-elected upon expiration of his term of office, a director may serve consecutive terms.If no new director is elected in time upon expiration of the term of office of a director, or if a director resigns during his term of office, resulting in the number of members of the board of directors falling below the statutory number, the original director shall perform his duties as director according to the provisions of laws, administrative regulations and the articles of association of the company before a newly elected director takes office.Article 46: The board of directors shall be accountable to the board of shareholders, and shall exercise the following functions and powers:(I) to convene the general meeting and to report on its work to the board of shareholders;(II) to implement the resolutions of the general meeting;(III) to decide on the business plans and investment plans of the company;(IV) to formulate the company's proposed annual financial budgets and final accounts;(V) to formulate the company’s profit distribution plans and plans for making up losses;(VI) to fo rmulate plans for the company’s increase or reduction of the registered capital or for the issuance of corporate;。
公司法(英文版)
新《公司法》(英文版法条)Company Law of the People's Republic of China(The Company Law of the People’s Republic of China has been amended and adopted by the18th meeting of the Standing Committee of the Tenth National People's Congress on October27,2005.This Law,as amended, is hereby promulgated and will come into force on January1,2006.)Chapter One:General Provisions.1Chapter Two:Incorporation and Organizational Structure of a Limited Liability Company.6Section One Incorporation.6Section Two Organizational Structure.9Section Three Special Provisions on One-Person Limited Liability Companies.14Section Four Special Provisions on Wholly State-owned Companies.15Chapter Three:Share Transfer of a Limited Liability Company.16Chapter Four:Establishment and Organizational Structure of a Joint Stock Limited Company.18Section One Establishment18Section Two General Meeting of Shareholders.23Section Three Board of Directors and General Manager25Section Four Board of Supervisors.27Chapter Five Issue and Transfer of Shares of Joint Stock Limited Companies.28Section One Issue of Shares.28Section Two Assignment Of Shares.31Chapter Six:Qualifications and Obligations of Directors,Supervisors and Senior Officers.32Chapter Seven:Company Bonds.35Chapter Eight:Financial and Accounting Affairs of Company.36Chapter Nine:Merger and Division of Company,Increase and Decrease of Registered Capital38Chapter Ten:Dissolution and Liquidation of Company.40Chapter Eleven:Branch of Foreign Company.42Chapter Twelve:Legal Liabilities.43Chapter Thirteen:Supplementary Provisions.47Chapter One:General ProvisionsArticle1This Law is enacted in order to standardize the organization and activities of companies,to protect the legitimate rights and interests of companies,shareholders and creditors,to maintain the socio-economic order and to promote the development of the socialist market economy.Article2The term'company'referred to in this Law means a limited liability company or a joint stock limited company incorporated within the territory of the People's Republic of China in accordance with this Law.Article3A company is an enterprise legal person that shall enjoy the right to the entire independent property of the legalperson.A company shall be liable for its debts to the extent of all its assets.In the case of a limited liability company,shareholders shall assume liability towards the company to the extent of their respective capital contributions.In the case of a joint stock limited company,shareholders shall assume liability towards the company to the extent of their respective shareholdings.Article4The shareholders of a company shall enjoy such rights as benefiting from assets of the company,making major decisions and selecting managerial personnel in accordance with the law.Article5In conducting its business,a company must abide by laws and administrative rules and regulations,observe social morals and business ethics,conduct businesses in good faith,subject itself to the supervision of the government and the public and fulfill social responsibilities.The company's lawful rights and interests are protected by law and shall not be infringed upon.Article6A company shall apply to the company registration authority for establishment panies meeting the conditions set by this Law shall be registered as limited liability companies or joint stock limited companies;while companies failing to meet the conditions set by this Law shall not be registered as limited liability companies or joint stock limited companies.Where laws,administrative rules and regulations provide that incorporation of companies must be subject to examination and approval,the procedures of examination and approval shall be completed according to law prior to the registration of such companies.The public may inquire about registration items from the company registration authority.The company registration authority shall provide such inquiry service.Article7The company registration authority shall grant registration and issue a business license to a company that is established in accordance with the law.The date of the issuance of the company business license shall be the date of the incorporation of the company.The business license shall specify the name and domicile of the company,registered capital,paid-in capital, business scope,the name of the legal representative,etc.In the event of any change to the registration item of the business license,a company shall undergo alteration registration procedures with the company registration authority in accordance with the law,after which a new business license shall be issued to the company.Article8A limited liability company established according with this Law must clearly indicate the words'limited liability company'in its name.A joint stock limited company established according to this Law must clearly indicate the words'joint stock limited company'or‘joint stock company’in its name.Article9If a limited liability company is to be converted into a joint stock limited company,it shall satisfy the requirements for a joint stock limited company stipulated by this Law.If a joint stock limited company is to be converted into a limited liability company,it shall satisfy the requirements for a limited liability company stipulated by this Law.Where a limited liability company is converted into a joint stock limited company or vice versa,the claims and debts of the original company shall be succeeded to by the company into which it is converted.Article10A company's domicile shall be the place where its main administrative organization is located.Article11Articles of association must be formulated in accordance with the law when a company is incorporated.A company's articles of association shall have binding force on the company,its shareholders,directors, supervisors and senior officers.Article12A company's scope of business shall be defined in its articles of association and registered in accordance with the law.A company may change its scope of business by amending its articles of association but shall register such amendments with the company registration authority.Items within the company's business scope that are subject to verifications under laws,administrative rules and regulations shall be approved in accordance with the law.Article13The legal representative of a company may be represented by the chairman,executive director or manager of a company in compliance with its articles of association and registered in accordance with the law.In the event of any change of the legal representative of a company,such change shall be registered in accordance with the law.Article14A company may establish branches.The company,in establishing its branch(es),shall conduct establishment registration procedures with the company registration authority and obtain the business license(s).The branches shall not possess the status of enterprise legal persons and whose civil liabilities shall be borne by the company.A company may establish subsidiaries,which shall possess the status of enterprise legal persons,and shall independently bear civil liabilities in accordance with the law.Article15A company may invest in other enterprises,however,unless otherwise stipulated by the law,the company making such investment shall not bear joint and several liability for the debts of the enterprise in which the company invests.Article16Investments in other enterprises or provisions of security by a company shall be determined by its board ofdirectors,shareholders meeting or general meeting of shareholders in compliance with its articles of association.Where the limit of the aggregate amount of investment or security extended by a company or,the amount of investment or security extended in each case is set out in the articles of association,the actual amount of investment or security shall not exceed such limit.Security provided by a company to its shareholders or actual controller shall be determined by the shareholders meeting or the general meeting of shareholders of the company.The shareholders described in the preceding paragraph or the shareholders dominated by the actual controller described in the preceding paragraph shall not participate in the voting process on the matters described in the preceding paragraph.The vote on such matters shall be adopted by more than half of all the other shareholders attending the meeting.Article17Companies must protect the lawful rights and interests of their staff and workers,sign labor contracts with them and cover them with social insurances in accordance with the law,and strengthen labor protection so as to achieve safety in production.Companies shall apply various forms to strengthen professional education and on-the-job training of their staff and workers so as to improve their skills and capabilities.Article18Company's staff and workers shall,in accordance with the Trade Union Law of the People’s Republic of China, organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers.The company shall provide its trade union with conditions necessary for carrying out its activities.The trade union may represent the staff and workers to enter into a collective contract with the company in respect of the remuneration,work hours,welfare,insurance,labor security,etc.in accordance with the law.Companies shall,through the congress of the workers and staff members or other forms,practice democratic management in accordance with the provisions of the Constitution and relevant laws.A company shall seek advices from its trade union when discussing and deciding upon important issues on the restructuring or operation of the company,or formulating important rules and regulations and shall,through the congress of the workers and staff members or other forms,seek advice and suggestions from its staff and workers.Article19The organizations of the Communist Party of China may be established in companies and carry out their activities in accordance with the Constitution of the Communist Party of panies shall provide the organizations of the Communist Party of China with conditions necessary for carrying out their activities.Article20The shareholders of a company shall exercise their shareholders’rights in compliance with laws, administrative rules and regulations as well as the articles of association of the company,shall not abuse their shareholders’rights to injure the interests of the company or other shareholders,or take advantage of the company’s independent status or the limited liability of shareholders to injure the interests of the company’screditors.Where the abuse of shareholders’rights causes any loss to the company or other shareholders,such abusive shareholder shall be liable for compensation in accordance with the law.Where shareholders of a company take advantage of the company’s independent status or the limited liability of shareholders to disregard debts and seriously injures the interests of the company’s creditors,such shareholders shall bear joint and several liability for the debts of the company.Article21The controlling shareholders,actual controllers,directors,supervisors or senior officers of a company shall not take advantage of their affiliations with others in an attempt to harm the company’s interests and,where any losses are incurred in violation hereof,shall be liable for compensation.Article22Any resolution against laws and administrative rules and regulations that is adopted by the shareholders meeting,the general meeting of shareholders or the board of directors of a company shall be null and void.Where the convening of shareholders meeting,general meeting of shareholders or board of directors of a company or the voting method violates laws,administrative rules and regulations or the articles of association of the company,or the resolution thereof contravenes the articles of association of the company,shareholders may,within sixty(60)days of the resolution,apply to the people’s court for revocation.Where shareholders file suit in accordance with the provisions of the preceding paragraph,a people’s court may,at the company’s request,order the shareholders to provide relevant security.Where the company has effected alteration registration according to the resolution of shareholders meeting, general meeting of shareholders or board of directors,the company shall,after the people’s court declares such resolution null and void or revokes the same,shall apply to the company registration authority for cancellation of its alteration registration.Chapter Two:Incorporation and Organizational Structure of a Limited Liability CompanySection One IncorporationArticle23The following conditions shall be fulfilled for the incorporation of a limited liability company:(1)The number of shareholders conforms to the statutory quorum;(2)The capital contributions of the shareholders reach the statutory minimum amount of capital;(3)The shareholders have jointly formulated the articles of association of the company;(4)The company has a name and an organizational structure established in compliance with the requirements for a limited liability company;and(5)The company has a domicile.Article24A limited liability company shall be incorporated by not more than fifty(50)shareholders.Article25The articles of association of a limited liability company shall specify the following particulars:(1)the name and domicile of the company;(2)the scope of business of the company;(3)the registered capital of the company;(4)the names or titles of the shareholders;(5)the method,amount and time of capital contributions by the shareholders;(6)the organization of the company,its method of creation,functions and powers and therules of procedure;(7)the legal representative of the company;(8)other items which the shareholders deem necessary to be specified.Shareholders shall sign and execute the article of association of the company.Article26The registered capital of a limited liability company shall be the amount of the paid-up capital contributions of all its shareholders as registered with the company registration authority.The amount of the initial investment contributed by all shareholders shall not be lower than twenty percent(20%)of the registered capital or the minimum amount prescribed by the law,the remaining of which shall be fully paid up within two years of the establishment of the company.In the case of an investment company,the remaining amount of the registered capital may be paid up within five years of the establishment of the company.The minimum amount of the registered capital of a limited liability company shall be RMB30,000.Where laws and administrative regulations provide for more than the minimum amount,such provisions shall apply.Article27Except for assets forbidden to be used as contribution by laws and administrative regulations,a shareholder may make its capital contributions to a company in currency or by contributing such non-currency property as material objects,intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the law.The non-currency property to be contributed as capital shall undergo an asset valuation and verification,and shall not be overvalued or undervalued.Where there are other provisions of laws and administrative regulations on the valuation and verification of non-currency property,such provisions shall apply.The amount of the capital contributions in currency shall not be lower than thirty percent(30%)of the amount of the registered capital of the limited liability company.Article28Each shareholder shall make in full the amount of the capital contribution subscribed for under the articles of association of the company.Where a shareholder makes its capital contribution in currency,it shall deposit the full amount of such capital contribution in currency in the bank account opened by the limited liability company to be established.Where a shareholder makes its capital contribution in the form of non-currency property,the property rights therein shall be transferred in accordance with legally prescribed procedures.Shareholders failing to make full capital contributions they have subscribed for in accordance with the preceding paragraph shall,they shall,in addition to making the contributions in full,be liable for breach of contract towards the shareholders who have made full capital contributions.Article29After all shareholders have made their capital contributions in full,such contributions must be verified by a statutory capital verification institution which shall issue capital verification certificates.Article30After the initial capital contributions of the shareholders have been verified by a statutory capital verification institution,application shall be made to the company registration authority for registration of the incorporation of the company by a representative designated by all the shareholders or by an agent jointly entrusted by them, who shall submit such documents as an application for registration,the articles of association and the capital verification certificate.Article31Where,after the incorporation of a limited liability company,it is discovered that the actual value of the non-currency property contributed as capital is notably less than the value stated in the articles of association, the shareholders that made such contributions shall make up the difference.Those who are shareholders at the time of the incorporation of the company shall bear joint and several liability therefor.Article32After a limited liability company has been incorporated,it shall issue capital contribution certificates to its shareholders.A capital contribution certificates shall specify the following items:(1)the name of the company;(2)the registration date of the company;(3)the registered capital of the company;(4)the name or title of the shareholder,the amount and date of its capital contribution;(5)the serial number of the capital contribution certificate and the date of its verification and issuance.A capital contribution certificate shall bear the seal of the company on it.Article33A limited liability company shall prepare a roster of its shareholders with the following items therein:(1)the names or titles and domiciles of the shareholders;(2)the amounts of capital contributions of the shareholders;and(3)the serial numbers of the capital contribution certificates.The shareholders recorded in the roster of shareholders may claim and exercise the right of shareholders on the strength of the roster of shareholders.The company shall register the names of shareholders and the amount of capital contributions of the shareholders with the company registration authority and,in the event of any change thereof,apply foralteration registration.Unless duly registered,the above-mentioned items and any changes thereof shall not be a defense against a third party.Article34A shareholder shall have the right to view the articles of association,the minutes of shareholders meetings, resolutions of board of directors and board of supervisors and the financial and accounting reports of the company.Shareholders may view the accounting books and reports of the company.For this purpose,they shall submit a written request and state reasons.Where the company reasonably believes that shareholders have unjust purposes in viewing the accounting books and reports which may harm the legal rights and interests of the company,the company may refuse such request and shall,within fifteen(15)days of such request,reply in written form and state reasons.Given such,shareholders may apply to the people’s court for an order under which the company shall provide the shareholders with such references.Article35Unless otherwise agreed upon by all shareholders,shareholders shall draw dividends in proportion to their actual capital contributions and,where a company increases capital,shall have priority in subscription for new shares in proportion to their actual contributions.Article36Once a company is registered,its shareholders shall not withdraw their capital contributions.Section Two Organizational StructureArticle37The shareholders meeting of a limited liability company shall be composed of all the shareholders.The shareholders meeting shall be the organ of power of the company and shall exercise its functions and powers in accordance with this Law.Article38The shareholders meeting shall exercise the following functions and powers:(1)to decide on the business policy and investment plan of the company;(2)to elect and recall directors and supervisors whose posts are not taken by the representatives of the staff and workers,and to decide on matters concerning the remuneration of directors and supervisors;(3)to examine and approve reports of the board of directors;(4)to examine and approve reports of the supervisory board or supervisors;(5)to examine and approve the annual financial budget plan and final accounts plan of the company;(6)to examine and approve plans for profit distribution of the company and plans for making up losses;(7)to adopt resolutions on the increase or reduction of the registered capital of the company;(8)to adopt resolutions on the issuance of company bonds;(9)to adopt resolutions on matters such as the merger,division,transformation,dissolution and liquidation of the company;(10)to amend the articles of association of the company;(11)to exercise other functions and powers provided for in the articles of association.Where a unanimous consent on the matters described above is achieved in writing by shareholders,the company may directly make decisions that shall be signed and executed by all shareholders instead of convening a shareholders meeting.Article39The first meeting of the shareholders of a company shall be convened and presided over by the shareholder who has made the biggest capital contribution to the company and shall exercise its functions and powers in accordance with this Law.Article40Shareholders meetings shall be divided into regular meetings and interim meetings.Regular shareholders meetings shall be convened on time as stipulated by the articles of association of the company.Interim shareholders meetings may be convened upon proposal made by shareholders representing more than one-tenth of voting rights or by more than one-third of directors,or at the request of board of supervisors or the supervisors of a company absent a board of supervisors.Article41Where a limited liability company has a board of directors,its shareholders meeting shall be convened by the board of directors and presided over by the chairman of the board.Where the chairman of the board is unable to or does not perform his function,the meeting shall be presided over by a vice-chairman.Where the vice-chairman is unable to or does not perform his function,the meeting shall be presided over by a director jointly nominated by more than half of the directors.Where a limited liability company does not form a board of directors,the shareholders meetings shall be convened and presided over by the executive director.Where the board of directors or executive director cannot or does not perform its function,the shareholders meeting shall be convened and presided over by the board of supervisors or the supervisor in the absence of a board of supervisors.Where the board of supervisors or supervisor cannot or does not perform its function,the meeting shall be convened and presided over by shareholders representing more than one-tenth of the voting rights.Article42All shareholders shall be notified fifteen(15)days prior to the convening of a shareholders meeting,unless otherwise stipulated by the articles of association or agreed upon by all shareholders.The shareholders meeting shall prepare minutes regarding the decisions on matters considered at the meeting, which shall be signed by the shareholders present at the meeting.Article43Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions,unless otherwise stipulated by the articles of association.Article44Except as provided for in this Law,the rules of deliberation and voting procedures of the shareholders meetingshall be stipulated by the articles of association of the company.Resolutions of the shareholders meeting on the increase or reduction of the registered capital,the division, merger,dissolution,or transformation of the company must be adopted by shareholders of the company representing two-thirds or more of the voting rights.Article45Except as otherwise provided for in Article51of this Law,a limited liability company shall have a board of directors,which shall be composed of three to thirteen members.The members of the board of directors of a limited liability company invested in and established by two or more State-owned enterprises,or by two or more other State-owned investment entities shall include representatives of the staff and workers of the company.The members of the board of directors of other limited liability companies may also include representatives of the staff and workers.Such representatives of the staff and workers shall be democratically elected by the workers and staff members of the company through the congresses or assemblies of the staff and workers or other forms.A board of directors shall have a chairman and may have a vice-chairman.The method for the creation of the chairman and vice-chairmen shall be stipulated in the articles of association of the company.Article46The term of the directors shall be prescribed by the articles of association,provided that each term may not exceed three(3)years.A director may continue to serve his post if he is re-elected upon the expiration of his term.Where a new elect is not yet available upon expiration of a director’s term,or the number of the directors on the board is less than the quorum due to the resignation of a director within his term,such director,before the new elect takes his office,shall continue the performance of his duties in accordance with laws, administrative regulations and the articles or association.Article47The board of directors is accountable to the shareholders meeting and shall exercise the following powers:(1)being responsible for convening shareholders meetings and presenting reports thereto;(2)implementing resolutions adopted by the shareholders meeting;(3)determining the company's operational plans and investment programs;(4)preparing annual financial budget plans and final accounting plans of the company;(5)preparing profit distribution plans and plans to cover company losses;(6)preparing plans for increasing or reducing registered capital of the company or issuing company bonds;(7)drafting plans for merger,division,change of corporate form or dissolution of the company;(8)determining the structure of the company's internal management;(9)appointing or removing the general manager of the company,appointing or removing,upon the general manager's recommendation,deputy managers of the company and the officer in charge of finance,and determining the remuneration for those officers;(10)formulating the basic management scheme of the company;(11)exercising other powers stipulated by the articles of association.Article48A meeting of the board of directors shall be convened and presided over by the chairman.Where the chairman is unable to or does not perform his duties,the meeting shall be convened and presided over by the。
bvi公司法2004中英文对照
bvi公司法2004中英文对照BVI公司法2004是英属维尔京群岛（British Virgin Islands，简称BVI）的一部重要法律，对该地区的公司设立、运营和管理等方面进行了规范。
下面将对该法律的中英文进行对照，以便更好地理解和应用。
第一章：公司的设立和注册第一节：公司的设立第1条：公司的设立(1) 任何一个或多个自然人或法人，根据本法的规定，可以设立一家公司。
(2) 公司的设立必须通过注册登记。
(3) 公司的设立应当遵守本法和其他适用的法律。
Section 1: Establishment of a CompanyArticle 1: Establishment of a Company(1) Any one or more natural persons or legal entities may establish a company in accordance with the provisions of this Law.(2) The establishment of a company must be registered.(3) The establishment of a company shall comply with this Law andother applicable laws.第二节：公司的名称第2条：公司的名称(1) 公司的名称必须以“有限公司”或“有限责任公司”结尾。
(2) 公司的名称不得与已经注册的公司名称相同或相似，以免引起混淆。
(3) 公司的名称不得包含违反公共秩序或道德的内容。
Section 2: Company NameArticle 2: Company Name(1) The name of a company must end with "Limited" or "Limited Liability Company".(2) The name of a company shall not be identical or similar to that of a registered company, so as to avoid confusion.(3) The name of a company shall not contain content that violates public order or morals.第三节：公司的注册登记第3条：公司的注册登记(1) 公司的注册登记应当向注册机关提出申请，并提交相关文件和资料。
英国公司法中英文对照
英国公司法中英文对照英国公司法的中英文对照如下：1. 公司 - Company2. 股东 - Shareholder3. 董事 - Director4. 董事会 - Board of Directors5. 董事长 - Chairman6. 高级管理层 - Senior Management7. 董事会会议 - Board Meeting8. 股东大会 - General Meeting9. 注册办事处 - Registered Office10. 注册公司 - Registered Company11. 注册号 - Registration Number12. 股份 - Share13. 招股说明书 - Prospectus14. 公司章程 - Articles of Association15. 股东协议 - Shareholders' Agreement16. 股权 - Equity17. 盈余 - Profits18. 亏损 - Losses19. 年度财务报告 - Annual Financial Report20. 税务申报 - Tax Filing21. 资产 - Assets22. 负债 - Liabilities23. 财政年度 - Financial Year24. 发行股票 - Issue Shares25. 分红 - Dividend26. 合并 - Merger27. 收购 - Acquisition28. 公开上市 - IPO (Initial Public Offering)29. 债权人 - Creditor30. 债务人 - Debtor请注意，以上只是英国公司法中的一些基本术语，实际上英国公司法是一个较为庞大和细致的法律体系，其中的术语和条款远不止这些。
任何具体的法律问题或法律文件应该在寻求专业律师意见之下处理。
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美国法精要·影印本
West Nutshell Series
第4版
The law of corporations
【美】罗伯特·W·汉密尔顿/著ROBERT W. HAMILTON
法律出版社WEST GROUP
1999年10月第1版
P299
12.8 公司僵局
“公司僵局”发生于闭锁公司发现它自身处于死点并且不能运行的状况中。
公司僵局可以通过提前的规划而很容易的被避免发生。
牵涉到公司僵局的案例事实持续的上升并且带有一些规律性，这些简单的证明了要规划那些有可能发生但是还未发生的事情。
在许多情况下都表明一个公司很可能潜在地遭受公司僵局：（1）或许两个派系恰好都分别持有50%的流通股。
相同的股权可以被预先的规划，例如，通过两个平等的合伙人决定合并他们正在进行的商业活动，或者通过商业活动的两个方面来决定。
这种情况也有可能产生于前一个股东预先计划的决定，就像是，她把她的每一半股权分别赠与或者遗赠给两个子孙。
（2）有偶数位数量的董事，并且每两派都有权力选择同样数量的董事。
（3）少数股东通过增加会议法定人数或者投票要求的设计保留了否决权，并且在股东的内部之间存在实质上的意见不一致。
在以上每一种情况中，公司都有可能在实际上不能做出任何决议，也因此不能像公司一样运行。
公司僵局既有可能发生在股东层面，也有可能发生在董事层面。
公司僵局未必意味着公司不能继续进行它的商业活动。
如果股东发生了僵局，公司有可能继续运作，自在职的董事会以来，当公司僵局不定期的停留在董事层面的时候，他们都可能继续管理这些商业活动。
然而当公司僵局在管理层的层面上发生的时候会阻止公司的正常运营，更可能发生的是在那些公司官员中，通常是董事长，总经理，以及财务主管，或者会单独地或者彼此相互合作从而继续运行公司的商业活动，通常完全的排除了董事会或者股东的僵局。
在随后的董事的选择中，或许可以打破公司僵局，通过这种方式可能不太可能。
处理这些真正地公司僵局的最实际的解决办法通常是，以协议交易的方式，一方收购另一方的全部股权。
如果他们不能同意出售，他们或许能够同意解散公司。
然而，保存一个正在运营的公司比起解散公司来说总是更可取的。
公司的经营性资产，包括无形的商誉，作为一个整体通常比分立的或者出售的更有价值。
然而，公司僵局的当事人有时候也是有可能在公司僵局出现之后做出出售决定的，但是更符合逻辑的解决方案是，在当事人保持友善的关系且同意可能的僵局安排时就处理这个问题，并且双方提前制定出一份协议，即在公司僵局事件时，任何一方都应该以一个公平的价格全部购入另一方的股权。
本部分的购买-出售协议在本书前文已经进行讨论（参见9.24部分）。
§12.9 非自愿解散
最早意义上的公司法令对于闭锁公司中的内部冲突没有提供特别的补救。
结果就是，小股东对于有可能被解决的滥用行为和公司僵局很大程度上是没有防御能力的，如果他们确实能够被解决，仅仅依靠协商谈判。
目前，在每个州的法规中都规定了非自愿解散的最终救济，1984年法令中规定的应股东要求是这些州法律的典型特点。
根据这部分的规定，股东要求非自愿解散必须建立在如下的基础上：
（1）在公司事务的管理中出现了董事会僵局，股东通常地不能打破这种僵局，并且“对
于公司无法挽回的损失在威胁或者已经在经受，商业活动和公司内部事务不再能够进行对股东有利的行为，由于僵局问题；”或者
（2）董事或者那些对公司构成实际控制的“已经实行出来，正在实行，或者将会实行违法行为，压迫的行为，或者欺诈性的行为；”或者
（3）股东“无法决议”，并且在一段时期内，包括至少两个连续的年度大会日期中，已经失败，不能选出任期已到的董事的接班人；或者
（4）公司资产正在“被滥用或者浪费。
”
早期的案例显示没有常规的普通法解散权。
因此法院对这些州立法的初始态度是在同意解散之前要严格的解释，并且要求能强有力的证明潜在的或者实际上的滥用或者损害。
更进一步，这些州立法被要求向法院说明自由裁量情况，因此即使股东证明了行为的发生符合这些条款，但是也是会被拒绝同意解散。
早期对这些条款严格解释的态度逐渐消失，更加灵活的处理态度发展起来。
法庭愿意用广义上的语言来解释，例如“压迫的”或者“不可挽回的损失”，以此用来保护小股东来对抗压迫或者冻结。
例如，“压迫的行为”，实际上部分法庭已经将其等同于“公平交易”或者“公平竞争”。
有如下表现的行为被认为是“压迫性的”，即已经采取的行为和股东作为在公司中的地位的预期不符。
另一个定义被广泛的引用：“繁重的，严厉的和非法的行为”，或者“明显的违背公平交易的标准，并且违反公平竞争，在有资格被信赖的、股东会将他的钱信托给其的公司中。
”贝克V.商业实体建造者（1973）
确立在单个案件中的非自愿解散标准或者可能实现的基础救济的问题牵涉到对少数股东的压迫或者公司僵局。
在非自愿解散导致摧毁一个有价值有利益的公司的时候，它不是一个迷人的救济。
非极端的救济应该被适用。
进一步来讲，在一个不稳定的基础上，非自愿解散通常引起其中一方或者另一方的明显的艰难。
例如，如果一个单独的股东的私人能力很大程度上能解释这个公司目前的成功，这个占主导地位的股东实际上在分享他或她的能力之果，和其他可以推测为在更早的时期内做过贡献的股东。
如果公司被解散了，很有可能这个占主导地位的股东会再成立一个和旧公司一样的新公司，夺得现存公司（旧公司）创造的商誉之果，不和其他股东分享这些成果。
在大多数情况下，占主导的股东不能简单的放弃现存的公司去建立一个新公司和公司竞争，因为这样的行为将会被认为这个占主导的股东构成不公平竞争或者夺取合作机会。
占主导地位的股东用这种方式试图解散公司的经典案例是关于拉敦和内道夫有限公司的纠纷(纽约1954)。
在让一个股东获得不公平的利益的情况下，是否要解散公司还有待讨论。
部分州已经采取了这样的法规，补充传统的非自愿解散的救济，通过认可一个公平的强制性的，以一个评估的价格或者公平决断的价格全面收购，作为非自愿解散的可替代措施。
这些更新的法规是基于这样的判断，即非自愿解散的救济通常不合理的以以其他人为代价，让一方或者部分股东获利。
甚至在那些有涉及到排外性地希望提供解散之外的救济的法规的州地方：通常命令以一个公平决定地价格全部收购少数股东权益。
在这方面，法院似乎被这个美国法律精要中提供的灵活的救济方式而影响，实际上正在扩大这些非自愿解散的救济法律。
这些发展引起了现代商业公司法案（1984）中14.34的发展，将会在下列章节中讨论。
§12.10 现代商业公司法案（1984）中14.34部分
1991年，公司法委员会认识到远离仅仅依靠非自愿解散的趋势，他们采用了现代商业公司法案（1984）中将全部购入的救济措施编纂立法的一个章节，就是在这本精要中的§12.9中所讨论的内容。
然而，14.34章节中所列举的没有法庭中设计的救济措施那么灵活。
14.34中主要的限制就是，只有股东在传统立法下所要求的对非自愿解散提起诉讼时才能够启动适用，如果这样的诉讼被受理，唯一可选择的就是公司或者其余的股东可以选择全部收购原告
所拥有的股份。
在此处没有相互作用或者自由裁量；如果公司或者其余的股东选择购买时，提起诉讼的股东必须成为卖家。
结果，用诉讼推动非自愿解散成为一个高风险的事业。
如果僵局中的公司有两部分各自持股50%的股东，这很容易想象出一种情况，即任何一方都不愿意提起诉讼而就此必须同意成为卖家。
在这种情况下，自相矛盾地，现代商业公司法案中14.34部分的作用或许就是，在解决持久的公司僵局问题中，冷冻当事人获得司法援助的企图。
14.34部分在怎样决定公允价值的问题上给了很少的指导。
非常清晰的是，事实中的争论点是专家的鉴定的恰当性。
这部分立法确实授权给法庭来确定分期缴付的购买价格，以及在众多不同级别的股东之间分配或者分摊股权的购买价格“在可行的范围内，来维持现存的不同级别的股东之间的投票权的分布。
”如果价格和其他法庭决定的条款对于公司或者它的控股股东是不能接受的，公司可以选择解散而不是全部购入。