COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA (revised in 2005)
（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）
(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)
第一章 总 则
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
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.
Article 8 For a limited liability company established according to this Law, it
shall indicate in its company name the words "limited liability
company" or "limited company". For a joint stock limited company
established according to this Law, it shall indicate in its company name the
words "joint stock limited company" or "joint stock
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 locus of its main 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 business scope shall be defined in its articles of
association and shall be registered according to law. The company may change
its business scope by modifying its articles of association, but shall go
through the formalities for modifying the registration. If the business scope
of a company covers any item subject to approval pursuant to laws or
administrative regulations, the approval shall be obtained according to law.
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, acting 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 formalities for modifying the 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 juridical person, and its civil liabilities shall be born by its
parent company.The company may set up subsidiaries which enjoy the status of an
enterprise juridical 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
Article 16 Where a company intends to invest in any other enterprise or provide
guarantee for others, it shall, according to the provisions of its articles of
association, be decided at the meeting of the board of directors or
shareholders or shareholders' convention. 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'
convention.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 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
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
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
第一节 设 立
Section 1 Establishment
Article 23 The establishment of a limited liability company shall satisfy the
(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.