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1、1Company Law of the Peoples Republic of China【Document No.】Order of the President of the Peoples Republic of China No.42【Promulgation Date】2005-10-27【Effective Date】2006-01-01【Repealed Date】【Promulgation Body】Standing Committee of the NPC【Status】Effective【Status Description】The revised Company Law o
2、f the Peoples Republic of China was adopted at the 18th Meeting of the Standing Committee of the Tenth National Peoples Congress of the Peoples Republic of China on October 27, 2005, is hereby promulgated and shall come into effect as of January 1, 2006. The President of the Peoples Republic of Chin
3、a: Hu Jintao October 27, 2005 (Adopted at the fifth meeting of the standing committee of the eighth nationalPeoples Congress on December 29, 1993, revised for the first time in accordance with the Decision on Amending the Company Law of the Peoples Republic of China adopted at the 13th meeting of th
4、e Standing Committee of the 9th National Peoples Congress on December 25, 1999; revised for the second time in accordance with the Decision on Amending the Company Law of the Peoples Republic of China adopted at the 11th Meeting of the Standing Committee of the tenth National Peoples Congress on Aug
5、ust 28, 2004; and revised for the third time in accordance with the Decision on Amending the Company Law of the Peoples Republic of China adopted at the 18th Meeting of the Standing Committee of the tenth National Peoples Congress on October 27, 2005 ) Chapter 1 General Provisions 2Article 1 This La
6、w is enacted in order to standardize the organization and activities of companies, to protect the legitimate rights and interests of companies, shareholders and creditors, to maintain socio-economic order and to promote the development of the socialist market economy. Article 2 The Term company refe
7、rred to in this Law shall mean a limited liability company or a joint stock limited company incorporated within the territory of the Peoples Republic of China in accordance with this Law. Article 3 A company is an enterprise legal person, has independent property of legal person, and shall enjoy the
8、 right to the entire property of the legal person. A company shall be liable for its debts to the extent of all its assets. In the case of a limited liability company, shareholders shall assume liability towards the company to the extent of the amount of the capital contribution subscribed for by th
9、em respectively; in the case of a joint stock limited company, shareholders shall assume liability towards the company to the extent of the shares subscribed for by them respectively. Article 4 The shareholders of a company shall, according to law, enjoy such rights of owners as benefiting from asse
10、ts of the company, making major decisions and selecting managerial personnel. Article 5 A company must, when engaging in business activities, abide by the laws and administrative regulations observe social morals and commercial ethics, are in integrity and good faith, accept supervision of the gover
11、nment and the public, and undertake social liability. The legitimate rights and interests of companies shall be protected by law and shall be inviolable. Article 6 Application shall be made to the company registration authority for registration of the incorporation of a company. Companies meeting th
12、e conditions on incorporation provided by this Law shall be registered as limited liability companies or joint stock limited companies respectively; while companies failing to meet the conditions on incorporation provided by this Law shall not be registered as limited liability companies or joint st
13、ock limited companies. 3If the incorporation of a company must be reported for approval in accordance With the provisions of laws or administrative regulations, the procedure for approval shall be handled prior to the registration of the company according to law. The public may apply to the company
14、registration authority for enquiry of the registered items of a company, and the company registration authority shall provide the service of such enquiry. Article 7 The company registration authority shall issue a business license to a company incorporated according to law. The date of the issuance
15、of the companys business license shall be the date of the incorporation of the company. The business license of the company shall state such matters as the name, domicile, registered capital, business scope and the name of the legal representative of the company. In case of any change in any item re
16、corded in the companys business license, the company shall apply for registration of the change according to law, and the company registration authority shall reissue the business license. Article 8 A limited liability company established according to this Law must clearly indicate the words limited Liability company in its name. A joint stock limited company established according to this Law must clearly indicate the words joint limited
