Company Law of the Peoples Republic of China【Title】 Company Law of the Peoples Republic of China (2013 Amendment) EffectiveCLI.1.218774(EN)Date issued: 12-28-2013Issuing authority: Standing Committee of the National Peoples CongressDocument Number：Order No.8 of the President of the Peoples Republic of ChinaCompany Law of the Peoples Republic of China(Adopted at the Fifth Session of the Standing Committee of the Eighth National Peoples Congress on December 29, 1993; amended for the first time in accordance with the Decision on Amending the Company Law of the Peoples Republic of China adopted at the 13 th Session of the Standing Committee of the Ninth National Peoples Congress on December 25, 1999; amended for the second time in accordance with the Decision on Amending the Company Law of the Peoples Republic of China adopted at the 11th Session of the Standing Committee of the Tenth National Peoples Congress on August 28, 2004; Revised at 18 th Session of the Standing Committee of the Tenth National Peoples 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 Peoples Republic of China adopted at the Sixth Session of the Standing Committee of the 12 th National Peoples Congress on December 28, 2013)目录Chapter I General Provisions3Chapter II Establishment and Organizational structure of A Limited Liability Company7Section 1 Establishment7Section 2 Organization Structure9Section 3 Special Provisions on One-person Limited Liability Companies14Section 4 Special Provisions on Wholly State-owned Companies15Chapter III Transfer of Stock Right of A Limited Liability Company17Chapter IV Establishment and Organizational structure of A Joint Stock Limited Company18Section 1 Establishment18Section 2 Shareholders Assembly22Section 3 The Board of Directors and Manager25Section 4 Board of Supervisors26Section 5 Special Provisions on the Organizational structure of A Listed Company27Chapter V Issuance and Transfer of Shares of A Joint Stock Limited Company28Section 1 Issuance of Shares28Section 2 Transfer of Shares30Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of A Company31Chapter VII Corporate Bonds34Chapter VIII Financial Affairs and Accounting of A Company35Chapter IX Merger and Split-up of Company; Increase and Deduction of Registered Capital37Chapter X Dissolution and Liquidation of Company38Chapter XI Branches of Foreign Companies41Chapter XII Legal Liabilities42Chapter XIII Supplementary Provisions45Chapter I General ProvisionsArticle 1 This Law is enacted 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 economyArticle 2 The term company as mentioned in this Law refers to a limited liability company or a joint stock company limited set up within the territory of the Peoples Republic of China according to the provisions of this Law.Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the right to legal person property. It shall bear the liabilities for its debts with all its property. For a limited liability company, a shareholder shall be liable for the company to the extent of the capital contributions it has paid. For a joint stock limited company, a shareholder shall be liable for the company to the extent of the shares it has 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 conducting 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 general public, and bear social responsibilities.The legitimate rights and interests of a company shall be protected by laws and may not be trespassed.Article 6 To establish a company, an application for establishment registration shall be filed with the company registration authority. If the application meets the establishment requirements of this Law, the company registration authority shall register the company as a limited liability company or joint stock limited company. If the application does not meet the establishment requirements of this Law, it shall not be registered as a limited liability company or joint stock limited company.If any law or administrative regulation provides that the establishment of a company shall be subject to approval, and relevant approval formalities shall be gone through pri