2008 Regulations of Companies Act 2006 (英国公司法之立法解释备忘录)
EXPLANATORY MEMORANDUM TOTHE COMPANIES ACT 2006 (ANNUAL RETURN AND SERVICE ADDRESSES)REGULATIONS 20082008 No. 30001.This explanatory memorandum has been prepared by the Department for Business,Enterprise and Regulatory Reform and is laid before Parliament by Command of HerMajesty.2. Description2.1 These Regulations amend the requirements for a company’s annual return underthe Companies Act 2006 (“the 2006 Act”). These Regulations ensure that no company is subject to the requirement to provide the names and addresses of all its members in anannual return made up to a date after 30 September 2008. The starting point is that every company is required to disclose whether its shares were traded on an EU regulatedmarket at any point during the period covered by the annual return.x For a company whose shares were not traded on a EU regulated market at any point during that period, the requirement is that the company should provide thenames of all its members;x For a company whose shares were traded on a EU regulated market at any point during that period, the requirement is to provide the names and addresses of thosemembers who hold 5% or more of the issued shares of any class of thecompany’s shares (or who held such a percentage during the period covered bythe return).2.2 The Regulations also specify the conditions with which a service address mustcomply for the purposes of the Companies Act 2006.3. Matters of special interest to the Joint Committee on Statutory InstrumentsNone.Background4. Legislative4.1 Section 113 of the 2006 Act requires every company to keep a register of itsmembers. Section 116 of the 2006 Act requires a person seeking access to the register of members to provide the company with information regarding his identity and the purpose for which information is to be used. Section 117 of the 2006 Act provides that thecompany must either comply with the request or apply to the court. The court willrelieve the company from the obligation to allow access to its register of members if the court is satisfied that the access is not sought for a proper purpose. Sections 116-119came into force on 1 October 2007 with transitional provisions linked to whether acompany was still required to submit an Annual Return made up to a date before 1as in Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.4.2 The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (SI 2008/1659) amended the requirements for Annual Returns contained in Chapter 3 of Part 11 of the Companies Act 1985 (the “1985 Act”). That instrument changed the requirements for Annual Returns made up to dates on or after 1 October 2008. It requires a company with a share capital to file at Companies House specified information about its members as part of its annual return.4.3 Part 24 of the Companies Act 2006 restated Chapter 3 of Part 11 of the 1985 Act. This instrument amends Part 24 so that it is the same as Chapter 3 of Part 11 of the 1985 Act as amended by SI 2008/1659. It ensures that the rules for Annual Returns made up to dates on or after 1 October 2009, ie when Chapter 3 of Part 11 of the 1985 Act is repealed, are the same as for those made up to dates in the preceding year. Under the Act, any person who was refused access by the court to names and addresses contained in the register of members under section 117 of the 2006 Act would otherwise be able to obtain the required information from the company’s annual return at Companies House.4.4 These Regulations amend the 2006 Act so as to reduce the name and address requirements. This is needed to ensure that the protection offered by sections 116-119 of the Act is not thwarted. At Commons Committee, Margaret Hodge, the Minister of State for Industry and the Regions, saidWe propose to deal with information on the register of members that applies toCompanies House in the regulations covering companies’ annual returns. We will consult on those issues, but, as hon. Members know, we intend to exempt private companies from the obligation to supply their members’ addresses and to exempt public companies from the obligation to supply any details of those who hold less than 5 per cent. of a company’s shares. (Hansard, Standing Committee D, 27June 2006, col.220)4.5 Companies whose shares are traded on regulated markets are subject to the Financial Services and Markets Act 2006. This Act was amended by the 2006 Act in order to implement the Transparency Obligations Directive (Directive 2004/109/EC). These companies are required to notify Regulated Information Service providers when certain percentages (starting at 5%) of the total voting rights of any class of its shares are held by a member. In practice, these companies are all public companies as a private limited company with a share capital is prohibited from making offers to the public of any shares or debentures in the company.4.6 Section 163 requires a company to enter a service address for each of its directors in its register of directors; section 167 includes this information among the director’s particulars which the company must notify Registrar of Companies. There is similar provision for company secretaries in sections 276 and 277. Section 1140 the 2006 Act ensures that a document may be effectively served on these company officers at the service address filed under the Act. These are new provisions.4.7 Regulation 9 of the Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 (SI 2002/912) - which will cease to have effect from 1 October 2009 - require the service address to be a place within the EEA whereservice can be effected by physical delivery other than a PO or a DX number and where that delivery is capable of being record by the obtaining an acknowledgement.5. Territorial Extent and ApplicationThis instrument applies to the United Kingdom.6. European Convention on Human RightsIan Pearson, Economic and Business Minister, has made the following statementregarding Human Rights:“In my view the provisions of the Companies Act 2006 (Annual Return andService Addresses) Regulations 2008 are compatible with the Convention rights.”7. Policybackground7.1 The independent Company Law Review (CLR) in their 2000 consultationdocument “Modern Company Law: Developing the Framework” doubted whether anyuseful purpose is served by Companies House holding an annually updated register of all members for companies limited by shares while also considering there is a public interest in the public record holding details of those with a strategic interest in public companies.The CLR considered exempting private companies from the requirement to provide either the names or addresses of their members but rejected this option as such a requirementwould ensure that the public, including a company’s members, can easily check acompany’s ownership without alerting the company to their interest. Following itsconsultation, in 2001 the CLR recommended that:“use of information in a company’s register of members be restricted to purposesrelevant to either the holding of interests recorded in the register, or the exerciseof rights attached to them, and to other purposes approved by the company”“public companies be required to file annually the details of only thoseshareholders with a notifiable interest in the company” (The Companies Act 2006does not retain the requirement in Part 6 of the 1985 Act for those with a“notifiable interest” in a public company to provide it with information on theirholdings. But public companies whose shares are traded on regulated markets aresubject to the shareholdings disclosure regime of the Transparency ObligationsDirective.)“it is in the public interest to retain the present obligation [ie the names andaddresses of all members] on private companies limited by shares” (paragraphs11.45 and 11.46, Final Report).7.2 Since the CLR Report, there has been an increase in scams targeted atshareholders using details taken from companies’ registers of members. In addition,shareholders of sensitive companies had been sent threatening letters. The Ministerialcommitment to amend the Annual Return requirement (see paragraph 4.4 above) was“…. as things stand, in practical terms a coach and horses can be driven throughthe provisions [sections 116-119] because details of shareholders as at the returndate need to be filed annually with the annual return.”The provisions relating to the right of access to companies’ registers of members (sections 116-119 of the 2006 Act) came into force on 1 October 2007 with transitional provisions relating to whether the company was obliged to deliver an annual return made up to a date before 1 October 2008.7.3 The Government considers that the public interest in the precise identity of those who have a strategic interest relates primarily to these public companies whose shares are traded on EU regulated markets. In these companies, the precise holdings of members is likely to change much more frequently than the identity of shareholders. For other companies, the public interest is in the detailed breakdown of the company’s ownership and in this information being available without direct recourse to the company. Accordingly, in February 2007, the consultation document Implementation of the Companies Act 2006 sought views on changes to the annual return so that: x private companies and those public companies whose shares are not traded on a regulated market at any point during the period covered by the return would notbe subject to the requirement to supply their members’ addresses; and x public companies whose shares are traded on a regulated market at any point during the period covered by the return be required to provide the names andaddresses of those who held 5% or more of any class of shares.This approach was generally welcomed though there was concern on the impact into investigations into the ownership of private companies and relationships between them. Some respondents suggested that companies traded on AIM should also be required to provide the names and addresses of those who held 5 per cent of more of any class of shares during the period in question. This suggestion was not adopted as these companies are not subject to the Transparency Obligations Directive.7.4 Draft Regulations on this basis were put on the Department’s website in July 2007. Only three bodies commented on this draft: a credit reference agency was critical of the reduction in information about members; the Association of Investment Companies argued for a 10% threshold for the notification of members’ names and addresses by public companies whose shares are traded on a regulated market; and the Law Society made drafting points. Following the subsequent change in the timetable for implementation of the Companies Act 2006, these draft Regulations were recast so that the annual return requirements in the 1985 Act would be amended from 1 October 2008 and those in the 2006 Act from 1 October 2009.7.5 The February 2007 consultation also sought views on whether the only restriction on a director’s service address should be that it is a physical location. Three-quarters of respondents agreed with the proposal. Two were concerned at the requirement that the service address be a physical location as in some jurisdictions a PO Box may be needed to ensure a safe delivery. Another two considered there should be a geographical restriction, to the UK or, like the Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 (SI 2002/912), the EEA.8. Impact8.1 An Impact Assessment is attached to this memorandum.8.2 The Regulations will affect those organisations that use the information oncompanies’ members. The availability from Companies House of the names andaddresses of all the members of all companies limited by share capital is useful to those, such as credit reference agencies, who try to identify the beneficial owners of companies and to trace links between companies through shared ownership or control. While thisinformation will always be available from the companies if sought for proper purposes, it will no longer be possible to check this information without the knowledge of thecompany. It will also be more expensive to obtain the information from the individualcompanies.8.3 As regards service addresses, the light-touch regulation will ensure there are noproblems for Companies House when service addresses replace usual residentialaddresses on the public record for all directors from 1 October 2009: the existingresidential address will be treated as the service address until a different service address is filed.9. ContactAnne Scrope at the Department for Business, Enterprise and Regulatory Reform,tel: 0207 215 2194 or e-mail: anne.scrope@, can answer any queriesregarding the instrument.Summary: Intervention & OptionsDepartment /Agency: Business, Enterprise & Regulatory Reform Title:Impact Assessment of the Companies Act 2006 (Annual Return and Service Addresses) RegulationsStage: final Version: Date: 17 November 2008 Related Publications: The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008Available to view or download at:/si/si2008/uksi20081659en1Contact for enquiries: Anne.scrope@ Telephone:0207-215 2194 What is the problem under consideration? Why is government intervention necessary?How to ensure that the safeguards for registers of members provided by the Companies Act 2006 are not undermined by the requirements for Annual Returns in the Companies Act 2006. What should be the restrictions, if any, on what can be used as a service address by a director or company secretary.What are the policy objectives and the intended effects?To avoid unnecessary changes to companies' annual returns.To balance the needs of those providing service addresses and of those wishing to serve documents upon them.What policy options have been considered? Please justify any preferred option.The only option considered for Annual Returns was to amend the 2006 Act in the same way as the 1985 Act has been amended by the Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008.For service addresses, consideration was given to requiring them to be in the EEA and that they not be PO boxes.When will the policy be reviewed to establish the actual costs and benefits and the achievement of the desired effects? From 2011, as part of the Companies Act 2006 evaluationMinisterial Sign-off For SELECT STAGE Impact Assessments:I have read the Impact Assessment and I am satisfied that, given the availableevidence, it represents a reasonable view of the likely costs, benefits andimpact of the leading options.Signed by the responsible Minister:Ian PearsonDate: 18th November 2008Summary: Analysis & EvidencePolicy Option: Description:ANNUAL COSTSOne-off (Transition)Yrs £Average Annual Cost (excluding one-off) Description and scale of key monetised costs by ‘main affected groups’ £ Total Cost (PV) £C O S T S Other key non-monetised costs by ‘main affected groups’ Credit reference agencies and others wanting to conduct anti-money laundering or know-your-client checks or otherwise wanting the addresses of all members of a company will not be able to get the information from Companies House. This will increase their costs (see para 15). ANNUAL BENEFITSOne-offYrs £ Average Annual Benefit (excluding one-off) Description and scale of key monetised benefits by ‘main affected groups’ £ Total Benefit (PV) £B E N E F I T S Other key non-monetised benefits by ‘main affected groups’ Companies House will nolonger be a source of information for those operating share-selling scams and otherswishing to contact company members for improper purposes (see para 4).Key Assumptions/Sensitivities/Risks The presecribed fees for copies of entries in registerscover the cost of companies in meeting such requests.Price Base Year Time Period Years Net Benefit Range (NPV)£ NET BENEFIT (NPV Best estimate)£What is the geographic coverage of the policy/option? UKOn what date will the policy be implemented? 1/10/09Which organisation(s) will enforce the policy?What is the total annual cost of enforcement for these organisations? £Does enforcement comply with Hampton principles? Yes/NoWill implementation go beyond minimum EU requirements? Yes/NoWhat is the value of the proposed offsetting measure per year? £What is the value of changes in greenhouse gas emissions? £Will the proposal have a significant impact on competition?NoMicro Small Medium LargeAnnual cost (£-£) per organisation(excluding one-off)Are any of these organisations exempt? Yes/No Yes/No N/A N/AImpact on Admin Burdens Baseline(2005 Prices)(Increase - Decrease) Increase of £ Decrease £ Net Impact £Key:Annual costs and benefits: Constant Prices (Net) Present ValueEvidence Base (for summary [Use this space (with a recommended maximum of 30 pages) to set out the evidence, analysisand detailed narrative from which you have generated your policy options or proposal. Ensurethat the information is organised in such a way as to explain clearly the summary information onthe preceding pages of this form.]ANNUAL RETURNBackground1. When a company is incorporated, its key data are put on the public record to be readily available forinspection by third parties, including enforcement bodies. The Annual Return ensures that any elements of the keydata which may change over time are updated at least once a year.2. For Annual Returns made up to dates before 1 October 2008, the data required includes the names and addresses of all the members of all companies limited by share capital. The requirements for Annual Returns were amended by the Companies Act 1985 (Annual Return) and Companies (Principal Business Activities)(Amendment) Regulations 2008. Under the 1985 Act as amended, no company is required to provide theaddresses of all its members in Annual Returns made up to dates after 30 September 2008. Private companieslimited by share capital and public companies whose shares are not traded on regulated markets are currentlyrequired to provide the names and details of shareholdings of all their members; public companies whose sharesare traded on a regulated market are currently required:x to indicate that their shares were traded on a regulated market at any time during theperiod covered by the return; andx to provide the names, addresses and details of shareholdings of those members whoheld 5 per cent or more the issued shares of any class of the company during the periodcovered by the return.Annual Returns made up to dates after 30 September 2009 will be subject to the Companies Act 2006 (‘the 2006Act’). The requirements under the 2006 Act are currently the same as those under the 1985 Act before that Actwas amended by the Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008. The Companies Act 2006 (Annual Return and Service Addresses) Regulationswill make the 2006 Act’s requirements the same as those that will apply until 30 September 2009.3. Comp a ny law also requires every company to permit anyone to inspect and to be provided with copies ofits register of members. This is essential so that those who own a company can be traced and also can becontacted by those who wish to influence their decisions relating to the company. The information available from companies themselves should be up-to-date. However, noting that the size of shareholdings is generally morevolatile than the identity of shareholders, having the information available from Companies House is generally more convenient and also means the company neither has to respond to the request nor is alerted to the interest.4. The availability of members’ names and addresses from Companies House has been abused, particularlyby those seeking to intimidate the shareholders of sensitive companies and those using high pressure tactics to sell worthless shares (“boiler room operations”). The Financial Services Authority is quoted as estimating total annuallosses to boiler rooms at £200m.5. Sections 116-119 of the 2006 Act introduce safeguards against abuse of the public right of access to acompany’s register of members direct from the company. Those seeking the information must give their reason; acourt may relieve a company from the obligation to provide the information if it is not satisfied that the information issought for a proper purpose. These safeguards would be undermined if the company were to be requiredsubsequently to file the information on the public register at Companies House.6. During the Parliamentary passage of the 2006 Act, Margaret Hodge, Minister for Industry and the Regions,advised the Commons Committee:“We propose to deal with information on the register of members that applies to Companies House in the regulations covering companies’ Annual Returns. We will consult on these issues, but, as hon. Members know, we intend to exempt private companies from the obligation to supply their members’ addresses and to exempt public companies from the obligation to supply any details of those who hold less than 5 per cent of a company’s shares.” (Hansard, Standing Committee D, 27 June 2006, col.220).7. Sections 116-119 of the 2006 Act were brought into force on 1 October 2007 by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (SI 2007/2194). They were subject to a transitional provision so that they applied only if the company was not obliged to deliver an Annual Return made up to a date before 1 October 2008, by which date the Government intended that the remaining provisions of the 2006 Act would have been brought into force. Following the change in timetable for the commencement of 2006 Act, the requirements for the Annual Return in the Companies Act 1985 (the “1985 Act”) were amended with effect from 1 October 2008 (see paragraph 2 above).Policy objectives and intended effects8. The objective is that the safeguards for names and addresses of company members under the 2006 Act, which came into force on 1 October 2007, continue to be effective after 30 September 2009 when Annual Returns will be subject to the requirements of the 2006 Act. 9. Noting that it would be onerous for companies for there to be changes to the Annual Return requirements in two consecutive years, consideration has not been given to any option other than to make the requirements for information about members in Annual Returns made up to dates after 30 September 2009 the same as for returns made up to dates in the previous year.10. The Regulations will benefit all individuals who own shares in companies that are not traded on regulated markets and all but the very largest shareholders in other companies. Companies House will no longer be a useful source of mailing lists for those wishing to target the members of companies limited by share capital. The public record will still hold Annual Returns made up to dates before 1 October 2008 but information about members’ addresses will become increasingly out-of-date.Consultation11. In February 2007, the consultation document Implementation of the Companies Act 2006 sought views on changes to the Annual Return so that:x private companies and those public companies whose shares are not traded on a regulated market at any point during the period covered by the return would not be subject to the requirement tosupply their members’ addresses; andx public companies whose shares are traded on a regulated market at any point during the period covered by the return be required to provide the names and addresses of those who held 5% ormore of any class of shares.This approach was generally welcomed, although there was concern on the impact into investigations into the ownership of private companies and relationships between them. Some respondents suggested that companies traded on AIM should also be required to provide the names and addresses of those who held 5 per cent of more of any class of shares during the period in question.12. In her Written Parliamentary Statement of 26 June 2007, Margaret Hodge, Minister for Industry and the Regions, said:The 2006 Act retained the requirements in the Companies Act 1985 Act for the Annual Return ofcompanies with a share capital to include the addresses of all their shareholders. In the light of theresponses, we have decided that this requirement should apply only to public companies that are traded on EU regulated markets in respect of shareholders who hold 5 per cent or more of any class of shares at any time during the year in question. For other companies, the requirement will be changed so they no longer have to provide the addresses of any shareholders.Draft Regulations on this basis were put on the Department’s website in July 2007. Only 3 bodies commented on this draft: a credit reference agency was critical of the reduction in information about members; the Association of Investment Companies argued for a 10% threshold for the notification of members’ names and addresses by publiccompanies whose shares are traded on a regulated market; and the Law Society made drafting points. Following the subsequent change in the timetable for implementation of the Companies Act 2006, these draft Regulations were recast so that the Annual Return requirements in the 1985 Act would be amended from 1 October 2008 and those in the 2006 Act from 1 October 2009.The Regulations13. These Regulations require the same information about shareholders as required by the Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008. Private companies limited by share capital and public companies whose shares are not traded on regulated markets will be required to provide the names and details of shareholdings of all their members; public companies whose shares are traded on a regulated market will be required:x to indicate that their shares were traded on a regulated market at any time during the period covered by the return; andx to provide the names, addresses and details of shareholdings of those members who held 5 per cent or more the issued shares of any class of the company during the period covered by the return.Impact of the Regulations14. A draft Impact Assessment was published on the BERR website in July 2007(/whatwedo/businesslaw/co-act-2006/draft/page40411.html). The final Impact Assessment for The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (SI 2008/1659) is attached to their Explanatory Memorandum which is available at/si/si2008/em/uksiem_20081659_en.pdf.15. Subsequently there has been further analysis of the costs of conducting checks of small and medium-sized private companies in order to comply with the Money Laundering Regulations 2003 (SI 2003/3175) following the ending of the requirement for these companies’ Annual Returns to include their shareholders’ addresses. Estimates vary widely. The actual costs will depend on how credit reference agencies and their clients adapt to the change. The 2006 Act requires a company within 5 working days of a request for a copy of its register of members either to meet the request or to apply to a court for relief from the obligation. The Department is confident that a court would consider a request to be for a proper purpose if it is in order to comply with anti-money laundering and “know your customer” requirements – in which case, the court will not relieve the company of the obligation to meet the request. The Companies (Company Records) Regulations (coming into force 1 October 2009) provide that a request for an electronic copy must be met if the company keeps the information electronically, otherwise a hard copy must be provided. The Companies (Fees for Inspection and Copying of Company Records) Regulations2007 set the fees that companies may charge for copies of entries in their registers of members. (The fee for each of the first 5 entries of a register is £1 and £30 for the next 95 entries; 95 per cent of private companies have 5 or fewer members.) These fees are intended to cover the costs of the company in meeting requests which meansthat only the costs, including the prescribed fee, for those making the checks need to be considered. One estimate is that there are nearly 9 million checks a year and that the cost of conducting a single request will be £30 (excluding the prescribed fee). There may be significant economies of scale for any person making large numbers of requests. The total prescribed fees for a copy of the register of members of every private company is estimated to be less than £10 million (noting that there are estimated to be 2.2 million companies with fewer than four shareholders and only 104,993 companies with more than four shareholders). Furthermore the names and addresses of subscribers for all companies will continue to be available from Companies House as well as, as part of the Annual Return, the name and shareholding of every member for all private companies limited by share capital and for those public companies not traded on regulated markets. For many companies, the subscribersand the members are largely the same.Implementation of the Regulations16. Companies House do not put on the public record an Annual Return made up to a date after 30 September 2008 that includes the names and addresses of all the company’s members. So as to minimise problems for companies, it is not possible to complete an Annual Return electronically that does not comply with the correct requirements. The paper forms are also designed so that companies do not provide information that is not required; a return is rejected if it is on the earlier version of the form (ie that which required all the shareholder addresses). In view of these measures to be adopted by Companies House, no costs are envisaged for companies.。
公司法中英对照
中华人民共和国公司法（2005年修订）Company Law of the People's Republic of ChinaEnglish Version 中文版发文日期：2005-10-27有效范围：全国发文机关：全国人民代表大会常务委员会; 中华人民共和国主席文号：主席令[2005]第42号时效性：现行有效生效日期：0000-00-00所属分类：综合（公司法->综合）Promulgation Date：10-27-2005 Effective Region：NATIONAL Promulgator：Standing Committee of the National People's Congress Document No：Order of the President [2005] No. 42 Effectiveness：Effective Effective Date：01-01-2006 Category：General（CompanyLaw->General）中华人民共和国公司法（2005年修订）Company Law of the People's Republic of China 主席令[2005]第42号Order of the President [2005] No. 422005年10月27日October 27, 2005《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
中华人民共和国主席胡锦涛The Company Law of the People's Republic of China was amended and adopt ed at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force as of January 1, 2006.President of the People's Republic of China: Hu Jintao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(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 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on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）Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing 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)目录第一章总则第二章有限责任公司的设立和组织机构第一节设立第二节组织机构第三节一人有限责任公司的特别规定第四节国有独资公司的特别规定第三章有限责任公司的股权转让第四章股份有限公司的设立和组织机构第一节设立第二节股东大会第三节董事会、经理第四节监事会第五节上市公司组织机构的特别规定第五章股份有限公司的股份发行和转让第一节股份发行第二节股份转让第六章公司董事、监事、高级管理人员的资格和义务第七章公司债券第八章公司财务、会计第九章公司合并、分立、增资、减资第十章公司解散和清算第十一章外国公司的分支机构ContentsChapter I General ProvisionsChapter II Establishment and Governance of A Limited Liability CompanySection 1 EstablishmentSection 2 GovernanceSection 3 Special Provisions on Single Shareholder Limited Liability CompaniesSection 4 Special Provisions on Wholly State-Owned CompaniesChapter III Transfer s of Limited Liability Company Stock RightsChapter IV Establishment and Governance of A Joint Stock Limited CompanySection 1 EstablishmentSection 2 Shareholders' AssemblySection 3 Boards of Directors and ManagersSection 4 Boards of SupervisorsSection 5 Special Provisions on the Governance of A Listed CompanyChapter V Issuance and Transfers of Shares in A Joint Stock Limited CompanySection 1 Issuance of SharesSection 2 Transfers of SharesChapter VI Qualification s and Duties of Company Directors, Supervisors and Senior ManagersChapter VII Corporate Bond sChapter VIII Financial Affairs and Company Accounts Chapter IX Merger and Demerger s; Increases and Decreases in Registered CapitalChapter X Company Dissolution s and Liquidation s Chapter XI Branches of Foreign CompaniesChapter XII Legal Liability第十二章法律责任第十三章附则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。
英国公司法的历史演进【最新法学论文】
硕士学位论文英国公司法的历史演进The Historical Revolution of The England Company Act作者姓名：周连斌指导教师：杨丽英西南政法大学Southwest University of Political Science and Law内容摘要公司不仅创造了当今世界的绝大部分财富，而且也成为人们最经常用以经营商务的工具。
而作为规范公司的组织与行为的公司法对公司的重要性不言而喻。
有限责任公司是英国最具创造性的发明。
英国公司法的产生可以追溯到19世纪。
1844年英国的《合作股份公司法》是世界上第一部认可公司独立法人地位的公司法。
1855年的《有限责任法》和1856年经修改的《合作股份公司法》奠定了现代公司法的基础,在根本上确立了有限责任和公司独立人格的关键原则。
从此企业家能够开发有风险的产业,投资人能够聚集各种资源,金融家能够投资于缺乏资金的发明人等等。
同时,人们也逐渐认识到有限责任公司本身所赋与的有限责任和独立人格的特性已被董事会成员或公司的执行官滥用,由此,针对公司创设和运作规则等方面的法律应运而生。
而这些法律的目的主要是为在市场上吸收更多的资本金并设法营造和鼓励更多经济活动。
19世纪和20世纪,英国公司法历经多次修改,每一次修改都是在高层次上将当时的需求纳入立法中。
1972年英国加入了欧洲经济共同体,因此其立法不得不融合和执行欧共体的相应法律规则。
这些变化最终在1985年的公司法中得到整合和反映,在此基础上,1989年颁布的公司法作了进一步的修改,核心内容基本未变。
自19世纪以来,在英国公司法的发展过程中积淀了太多法令和案例。
随着社会环境的发展和变化,英国公司法相应作了不断的调整,重新评估并减轻法规的束缚,从而达到“有所为”的法律构架并进而夯实了英国的法律环境。
本文从公司的历史起源谈起，进而引出英国公司法，阐述其历史及其演进过程，通过对英国公司立法的历史进行梳理，揭示了其发展的规律及发展的趋势。
公司法英文版(1)_10完整篇.doc
公司法英文版（1）-; 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 42; All 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 43; Shareholders shall exercise their voting rights at the shareholders meeting in proportion to their capital contributions, unless otherwise stipulated by the articles of association.; Article 44; Except 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 orreduction 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 45; Except 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 46; The 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 theboard 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 47; The 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;公司法英文版（1）-; (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, appo inting 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.; Article 48; A 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 vice-chairman. Where the vice-chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a director jointly nominated by more than half of the directors.; Article 49; Except as otherwise provided for in this Law, the rules ofdeliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the directors present at the meeting.; In the voting process, one director shall represent one vote.; Article 50; A limited liability company shall have a general manager, to be appointed or removed by the board of directors. The general manager is accountable to the board and shall exercise the following powers:; (1) management of the company’s production and operation, and organizing the implementation of board resolutions;; (2) organizing the implementation of annual operating plans and investment programs of the company;; (3) preparing the plan for the structure of the company’s internal management;; (4) preparing the basic management scheme of the company;; (5) formulating detailed company rules;; (6) recommending the appointment or removal of a deputy manager and the officer in charge of finance;; (7) appointing and removing officers of the company other than those to be appointed or removed by the board of directors;; (8) exercising other powers delegated by the board of directors.; Where the articles of association stipulate otherwise in respect of the manager s powers, such stipulations shall prevail. The general manager shall be present at board meetings.; Article 51; A small-scaled limited liability company or a limited liability company with only a few shareholders may have an executive director without establishing a board of directors. The executive director may serve concurrently as the general manager of the company.; The powers of the executive director shall be prescribed in the articles of association.; Article 52; A limited liability company shall have a board of supervisors composed of no less than three (3) members. A small-scaled limited liability company or a limited liability company with only a few shareholders may have one or two supervisors without establishing a board of supervisors. The board of supervisors shall be composed of shareholders’ representatives and representatives of the sta ff and workers of the company. The number of the staff and workers representatives shall not be lower than one third of all the supervisors, the specific percentage of which shall be determined in the articles of association. The representatives of the staff and workers on the board of supervisors shall be democratically elected by the staff and workers through the congresses or assemblies of the workers and staff members or other forms. The board of supervisors shall have one chairman elected by more than half of all thesupervisors. The meetings of the board of supervisors shall be convened and presided over by the chairman of the board. In the event that the chairman is unable to or does not perform his duties, the meeting shall be convened and presided over by a supervisor jointly nominated by more than half of all the supervisors.公司法英文版（1）-; A director and a senior officer of the company shall not serve concurrently as a supervisor.; Article 53; Each term of a supervisor shall be three (3) years, and a supervisor may continue to serve his post upon expiration of his term if he is re-elected.; Where a new elect is not yet available upon expiration of a supervisor s term, or the number of the supervisors on the board is less than the quorum due to the resignation of a supervisor within his term, such supervisor, 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 54; The board of supervisors or the supervisor, as the case may be, shall exercise the following authorities:; (1) reviewing the financial affairs of the company;; (2) monitoring the acts of the directors or the senior officers in the course of performance of their duties, and propose recall of the director or senior officer in violation of laws, administrative regulations or the articles of association;; (3) requiring the directors or the senior officers to make rectification when any act thereof causes harm to company interests;; (4) proposing for interim meetings of shareholders meetings, convene and preside over the meeting when the board of directors does not perform its function to convene and preside over a shareholders meeting as set forth in this Law;; (5) submitting proposals at the shareholders meeting;; (6) filing suit against the directors or senior officers of the company in accordance with the provisions of Article 152 in this Law;; (7) exercising other authorities prescribed by the articles of association.; Article 55; The supervisors may attend board meetings, present inquiry or proposal with regards to the issues to be determined by the board of directors.; The board of supervisors or the supervisors of a company that does not have the board may conduct investigations upon discoveryof any unusual operations of the company and, where necessary, engage an accounting firm to assist in such investigations at the expense of the company.; Article 56; The board of supervisors shall have a meeting at least once a year. An interim meeting may be convened at the request of supervisors.; Except as provided for in this Law, the rules of deliberation and voting procedures at the meeting of board of directors shall be stipulated by the articles of association of the company.; The resolution of the board of supervisors shall be adopted by more than half of all the supervisors. The board shall prepare minutes relating to the decisions on matters considered at the meeting, which shall be signed by the supervisors present at the meeting.; Article 57; Reasonable expenses necessary for the board of supervisors or supervisors of a company that does not have the board to perform their duties shall be borne by the company.; Section Three Special Provisions on One-Person Limited Liability Companies; Article 58; The provisions under this section shall govern the formation and the organizational structure of one-person limited liability companies. Where there are matters that are not covered by this section, the provisions of the first two sections under Chapter Oneshall apply.; A one-person limited liability company referred to herein means a limited liability company with a sole shareholder of either a natural person or a legal person.; Article 59; The minimum amount of the registered capital of a one-person limited liability company shall be RMB100, 000 which must be fully paid at the time of incorporation.。
BVIBusinessCompaniesAct,2004（asamended,2006）
VIRGIN IS LANDSBVI BUS INE SS COMPANIE S ACT, 2004i(as amended, 2006)ARRANGEMENT OF S ECTIONSPART I - PRELIMINARY PROVIS IONS1. Short title and commencement.2. Interpretation.3. Meaning of “company” and “foreign company”.4. Meaning of “subsidiary” and “holding company”.PART II - INCORPORATION, CAPACITY AND POWERSDivision 1 - Incorporation5. Types of company.6. Application to incorporate a company.7. Incorporation of a company.8. Registration of company as restricted purposes company.Division 2 - Memorandum and Articles9. Memorandum.10. Additional matters to be stated in memorandum of restricted purposes company.11. Effect of memorandum and articles.12. Amendment of memorandum and articles.13. Filing of notice of amendment of memorandum or articles.14 Amendment of memorandum with respect to restricted purposes.15. Restated memorandum or articles.16. Provision of copies of memorandum and articles to members.Division 3 - Company Names17. Required part of company name.17A. Exemption from section 17.18. Restrictions on company names.19. Company number as company name.20. Foreign character name.21. Company may change name.22. Registrar may direct change of name.23. Effect of change of name.24. Re-use of company names.25. Reservation of name.26. Use of company name.Division 4 - Capacity and Powers27. Separate legal personality.28. Capacity and powers.29. Validity of acts of company.30. Personal liability.31. Dealings between company and other persons.32. Constructive notice.PART III - S HARESDivision 1 - General33. Legal nature of shares.34. Rights attaching to shares and classes of shares.35. Series of shares.36. Types of shares.37. Par value and no par value shares.38. Bearer shares.39. Fractional shares.40. Change in number of shares company authorised to issue.40A. Division and combination of shares.41. Register of members.42. Register of members as evidence of legal title.43. Ratification of register of members.44. Share certificates.Division 2 - Issue of Shares45. Issue of shares.46. Pre-emptive rights.47. Consideration for shares.48. Shares issued for consideration other than money.49. Consent to issue of shares.50. Time of issue.51. Forfeiture of shares.Division 3 - Transfer of Shares52. Transferability of shares.53. Transfer of shares by operation of law.54. Method of transfer of registered share.55. Transfer of bearer share.Division 4 - Distributions56. Meaning of solvency test and distribution.57. Distributions.58. Recovery of distribution made when company did not satisfy solvency test.59. Company may purchase, redeem or otherwise acquire its own shares.60. Process for purchase, redemption or other acquisition of own s hares.61. Offer to one or more shareholders.62. Shares redeemed otherwise than at option of company.63. Purchases, redemptions or other acquisitions deemed not to be a distribution.64. Treasury shares.65. Transfer of treasury shares.66. Mortgages and charges of shares.Division 5 - Immobilisation of Bearer Shares67. Interpretation for this Division.68. Meaning of disabled bearer share.69. Issue of bearer shares and conversion of registered shares.70. Bearer shares not held by custodian disabled.71. Information concerning beneficial owner of bearer share.72. Duties of authorised custodian holding bearer share.73. Transfer of bearer shares.74. Procedure on a person ceasing to be a custodian.75. Transfer of beneficial ownership of, or interest in, bearer share.76. Notification of person having right to entitlements carried by bearer share.77. Regulations.PART IV - MEMBERS78. Meaning of “shareholder”, “guarantee member” and “unlimited member”.79. Company to have one or more members.80. Liability of members.81. Members’ resolutions.82. Meetings of members.83. Notice of meetings of members.84. Quorum for meetings of members.85. Voting trusts.86. Court may call meeting of members.87. Proceedings at meetings of members.88. Written resolutions.89. Service of notice on members.PART V - COMPANY ADMINIS TRATIONDivision 1 - Registered Office and Registered Agent90. Registered office.91. Registered agent.92. Change of registered office or registered agent.93. Resignation of registered agent.94. Registered agent ceasing to be eligible to act.95. Register of Approved Registered Agents.Division 2 - Company Records96. Documents to be kept at office of registered agent.97. Other records to be maintained by company.98. Financial records.99. Form of records.100. Inspection of records.101. Service of process, etc. on company.102. Books, records and common seal.Division 3 - General Provisions103. Contracts generally.104. Contracts before incorporation.105. Notes and bills of exchange.106. Power of attorney.107. Authentication or attestation.108. Company without members.PART VI - DIRECTORSDivision 1 - Management by Directors109. Management by directors.110. Committees of directors.Division 2 - Appointment, Removal and Resignation of Directors 111. Persons di squalified for appointment as director.112. Consent to act as director.113. Appointment of directors.114. Removal of directors.115. Resignation of director.116. Liability of former directors.117. Validity of acts of director.118. Register of directors.118A. Annual return for unlimited company not authorised to issue shares.119. Emoluments of directors.Division 3 - Duties of Directors and Conflicts120. Duties of directors.iThis is an u nofficial consolidation of the BVI Business C ompanies Act and the amendments thereto. Whilst every effort has been made to ensure correctness, no responsibility is assumed for any errors which may appear.Harney, Westwood & RiegelsCraigmuir C hambersP.O. B ox 71Road TownTortolaBritish Virgin IslandsЗа полным текстом данного нормативного документа обращайтесь в компаниюG.S.L. Law & Consulting***********。
英国公司法的历史演进【最新法学论文】
硕士学位论文英国公司法的历史演进The Historical Revolution of The England Company Act作者姓名：周连斌指导教师：杨丽英西南政法大学Southwest University of Political Science and Law内容摘要公司不仅创造了当今世界的绝大部分财富，而且也成为人们最经常用以经营商务的工具。
而作为规范公司的组织与行为的公司法对公司的重要性不言而喻。
有限责任公司是英国最具创造性的发明。
英国公司法的产生可以追溯到19世纪。
1844年英国的《合作股份公司法》是世界上第一部认可公司独立法人地位的公司法。
1855年的《有限责任法》和1856年经修改的《合作股份公司法》奠定了现代公司法的基础,在根本上确立了有限责任和公司独立人格的关键原则。
从此企业家能够开发有风险的产业,投资人能够聚集各种资源,金融家能够投资于缺乏资金的发明人等等。
同时,人们也逐渐认识到有限责任公司本身所赋与的有限责任和独立人格的特性已被董事会成员或公司的执行官滥用,由此,针对公司创设和运作规则等方面的法律应运而生。
而这些法律的目的主要是为在市场上吸收更多的资本金并设法营造和鼓励更多经济活动。
19世纪和20世纪,英国公司法历经多次修改,每一次修改都是在高层次上将当时的需求纳入立法中。
1972年英国加入了欧洲经济共同体,因此其立法不得不融合和执行欧共体的相应法律规则。
这些变化最终在1985年的公司法中得到整合和反映,在此基础上,1989年颁布的公司法作了进一步的修改,核心内容基本未变。
自19世纪以来,在英国公司法的发展过程中积淀了太多法令和案例。
随着社会环境的发展和变化,英国公司法相应作了不断的调整,重新评估并减轻法规的束缚,从而达到“有所为”的法律构架并进而夯实了英国的法律环境。
本文从公司的历史起源谈起，进而引出英国公司法，阐述其历史及其演进过程，通过对英国公司立法的历史进行梳理，揭示了其发展的规律及发展的趋势。
国际股份有限公司管理条例(中英文对照)(参考文本)
编号：YB-HT-007525国际股份有限公司管理条Regulations on the甲方：乙方：签订日期：年月日精品文档/ Word文档/ 文字可改编订：YunBo Network国际股份有限公司管理条例（中英文对照）（参考文本）Interpretation释义1．In these Regulations一、在本章程中Act means the companies Act ;法规 ( Act) 指《公司法》；seal means the common seal of the company ;“印鉴”指公司的通常印鉴；secretary means any person appointed to perform the duties of a secretary of the company ;“书记员” ( secretary ）指任何被指派履行公司书记员职务的人；expressions referring to writing shall , unless the contrary intention appears , be construed as including references to printing， lithography , photography and other modes of representing or reproducing words in a visible form ;如无相反旨意，书面表达形式应解释为包括铅印、版印、影印及其他以可见形式呈现或复制文字的模式；words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act , and of the Act as in force at the date at which these Regulations become binding on the company．本章程所含的单词和词组应按《法律解释法》以及本章程对公司产生约束力之日有效的《公司法》的规定予以解释。
国际股份有限公司管理条例(中英文对照)(参考文本)
国际股份有限公司管理条例（中英文对照）（参考文本）Interpretation释义1 ． In these Regulations一、在本章程中' Act ' means the companies Act ;'法规' ( Act) 指《公司法》；' seal' means the common seal of the company ;“印鉴”指公司的通常印鉴；' secretary' means any person appointed to perform the duties of a secretary of the company ;“书记员” ( secretary ）指任何被指派履行公司书记员职务的人；expressions referring to writing shall , unless the contrary intention appears , be construed as including references to printing， lithography , photography and other modes of representing or reproducing words in a visible form ;如无相反旨意，书面表达形式应解释为包括铅印、版印、影印及其他以可见形式呈现或复制文字的模式；words or expressions contained in these Regulations shall be interpreted in accordance with the provisions of the Interpretation Act , and of the Act as in force at the date at which these Regulations become binding on the company．本章程所含的单词和词组应按《法律解释法》以及本章程对公司产生约束力之日有效的《公司法》的规定予以解释。
公司法(中英版)
Order of the President(No. 42 [2005])The Company Law of the People's Republic of China was amended and adopted at the 18th session of the Standing Committee of the Tenth National People's Congress of the People's Republic of China on October 27, 2005. The amended Company Law of the People's Republic of China is hereby promulgated and shall come into force on January 1, 2006.President of the People's Republic of China Hu JintaoOctober 27, 2005Company Law of the People's Republic of China(Adopted at the 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 according to the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 according to the Decision of the 11th Session of the Standing 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 Establishment and Organizational Structure of A Limited Liability CompanySection 1 EstablishmentSection 2 Organizational structureSection 3 Special Provisions on One-person Limited Liability CompaniesSection 4 Special Provisions on Wholly State-owned CompaniesChapter III Transfer of Stock Right of A Limited Liability Company中华人民共和国主席令（第42号）《中华人民共和国公司法》已由中华人民共和国第十届全国人民代表大会常务委员会第十八次会议于2005年10月27日修订通过，现将修订后的《中华人民共和国公司法》公布，自2006年1月1日起施行。
ACCAF4 英国公司法与商法 翻译讲义(部分)
CHAPTER 181 资本维持原则随着公司有限责任制度的确立，为了加强对于公司债权人的保护，英国公司法上发展了旨在维持公司股份资本，保护债权人利益的“资产维持原则”。
概括地说，英国公司法以资本维持为目的的规则主要包括两类，一类是与股份支付有关的规则，其目的在于确保公司能够真实地募集到其声称的股份资本；二是旨在为了债权人利益保护而维持公司股份资本的规则。
资本维持原则特别禁止公司的股份资本在清算之前直接或间接地被返还给股东，在被认为具有里程碑意义的特雷弗诉英制螺纹一案中，英国上议院确立了一个根本原则：除非根据法院所批准的合法的减资程序，任何股份资本所代表的财产不得被返还给其股东。
该案之后的一系列英国法判例进一步发展了这里“资本返还”的含义：除了合法的利润分配（通常是股利）及经授权的减资或经其他合法授权程序之外的，任何公司资产向股东的转移或支付均被认为构成资本返还。
在这一领域相关的英国公司法规则主要包括：股份的回赎和回购规则；减资规则；禁止公司违法分配的规则；禁止对公司取得自己股份提供财务资助的规则。
2 股份资本的减少如果公司细则进行了授权且经过法院确认，一家股份有限公司可以通过特别决议以任何方式减少其股份资本。
如果必要，公司还可以更改章程以减少其股份资本和相应的股份数。
三种公司减资的方式：（1）减轻或免除股东对已认购但只部分缴付的股份的出资责任。
（2）取消已经损失或者没有对应资产的实收股份资本。
但需要注意的是，根据判例这里的资本损失必须是永久的，否则就会被看做是对债权人利益的侵害。
（3）向股东返还任何超过公司需要的实收股份资本。
但是，如果向股东的返还属于虚假，则法院会拒绝资本的减少。
股份有限私公司的股本减少的决议，在其通过后15日内，公司董事作出公司有偿债能力声明且依法被登记的，可不需向法院申请确认。
2.1有偿债能力声明，是每个董事对于声明之日的公司状况，没有理由可以发现公司当时不能缴付（或清偿）其债务等内容的声明。
澳大利亚公司法Lecture 1ppt翻译版
2
Sources of Company Law 公司法渊源
(1) General Law/case law (made up of both common law and equity) and 普通法/ 判例法(由普通法和衡平法组成)
(2) Statute Law: Corporations Act 2001 (Cth) 成文法:2001年公司法(Cth) • sets out key rules that govern or facilitate the formation, management, operation
and termination of companies 订定指引或协助公司成立、管理、营运及终止的 主要规则 • Passed by Federal Government in July 2001, but Act has been amended ever since; 2001年7月，联邦政府通过了该法案，但此后该法案一直被修订; • Continuous process of law reform (both statutory and through judicial development of case law) 持续的法律改革过程(包括成文法和判例法的司法发 展) • Content of company law never stands still! 公司法的内容永远不会一成不变! • Over 1,500 sections. • See: How to use the Corporations Act at Ch 1 of Australian Corporate Law (5th ed, 2016) 参见:如何使用澳大利亚公司法第1章(2016年第5版)