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Learn mandarin - Company Law of the People's Republic of China (revised in 2005)

BIZCHINA / Company laws

Company Law of the People's Republic of China (revised in 2005)

Updated: 2006-04-17 10:09

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 personal
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, work safety and sanitation and other matters.
Pursuant 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 juridical 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 juridical 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 controlling 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' convention, shareholders'
meeting 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'
convention or shareholders' meeting 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'
convention, shareholders' meeting 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 revoking
the modification registration.

Chapter II Establishment and Organizational Structure of a Limited
Liability Company Section 1 Establishment

Article 23 The establishment 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 organizational structure 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 business scope of the company;
(3) the registered capital of the company;
(4) names of shareholders;
(5) forms, amount and date 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 to by all the
shareholders that have registered in the company registration authority.
The amount of the initial capital contributions made by all shareholders
shall be not less than 20% of the registered capital, nor less than the
statutory minimum amount of registered capital, and the margin shall be
paid off by the shareholders within 2 years as of the day when the
company is established; as for an investment company, it may be paid off
within 5 years. The minimum amount of registered capital of a limited
liability company shall be RMB 30, 000 Yuan. If any law or administrative
regulation prescribes a relatively higher minimum amount of registered
capital of a limited liability company, the provisions of that law or
administrative regulation shall be followed.

Article 27 A shareholder may make capital contributions in currency, in
kind or intellectual property right, land use right or other non-monetary
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-monetary 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-monetary
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 lawfully 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 lawfully
established capital verification institution, the representative
designated by all the shareholders or the agent entrusted by all the
shareholders shall apply for establishment and registration with a
company registration application, the articles of association, capital
verification and other documents to the company registration authority.

Article 31 After the establishment of a limited liability company, if the
actual value of the capital contributions in non-monetary 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 establishment 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 establishment 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.

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