Company Law of the People's Republic of China

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 Jintao
 October 27, 2005

The 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)
 
Contents,
 
Chapter I General Provisions
 Chapter II Establishment and Organizational Structure of a Limited Liability Company
 Section 1 Establishment
 Section 2 Organizational Structure
 Section 3 Special Provisions on One-person Limited Liability Companies
 Section 4 Special Provisions on Solely State-owned Companies
 Chapter III Transfer of Stock Right of a Limited Liability Company
 Chapter IV Establishment and Organizational Structure of a Joint Stock Limited Company
 Section 1 Establishment
 Section 2 Shareholders' Meeting
 Section 3 Board of Directors, Managers
 Section 4 Board of Supervisors
 Section 5 Special Provisions on the Organizational Structure of a Listed Company
 Chapter V Issuance and Transfer of Shares of a Joint Stock Limited Company
 Section 1 Issuance of Shares
 Section 2 Transfer of Shares
 Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a Company
 Chapter VII Company Bonds
 Chapter VIII Financial Affairs and Accounting of a Company
 Chapter IX Merger and Split-up of a Company; Increase and Deduction of Registered Capital
 Chapter X Dissolution and Liquidation of a Company
 Chapter XI Branches of a Foreign Company
 Chapter XII Legal Liabilities Chapter XIII Supplementary Provisions
 
Chapter I General Provisions
 Article 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the
socialist economic order, and promoting the development of the socialist market economy
 Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock company limited 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 juridical person, which has independent juridical person property and enjoys the property right of the juridical 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 to.
 Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers and enjoy other rights.
 Article 5 When 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 establishment of a company, an application for establishment and registration shall be filed with the company registration authority. If the application meets the requirements for establishment 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 for establishment of this Law, 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 establishment 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 a company registration authority, which shall provide consulting services.
 Article 7 For a lawfully 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 establishment of the company. The company business license shall state the name, domicile, registered capital, actually paid capital, business scope, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall modify the registration, and the company registration authority shall replace the old business license by a new one.