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1、1,Company Law,2,Incorporation and Organization of a Joint Stock Limited Company,1.Incorporation,(1)The number of initiators meets the quorum;(2200)(2) The capital share subscribed for and raised by the initiators reaches the minimum amount of the statutory capital;(3) The issuance of shares and the
2、preparatory work accord with the provisions of the law;(4) The articles of association are formulated by the initiators, and are adopted at the inaugural assembly if the company is to be launched by means of share offer;(5) The company has a name, and its organization accords with that of a joint st
3、ock limited company(6) The company has a domicile.,3,Incorporation and Organization of a Joint Stock Limited Company,1.Incorporation (1)The quorum (2)capital share Means of incorporation Minimum amount of the registered capital and initial subscriptions,Promotion Share offer,Promotion(5,000,000; 20%
4、) subscribed capital system Share offer(5,000,000;35%) contributed capital system,4,Incorporation and Organization of a Joint Stock Limited Company,2. Procedure of incorporation, Agreement of initiators, Subscribing shares and setting up corporate schemes Inauguration assembly Registration,5,Incorpo
5、ration and Organization of a Joint Stock Limited Company,3. The initiators liabilities (1) In the case of failure to establish the company, bearing joint liabilities for the debts and expenses resulted from the activities prior to the incorporation of the company;(2) In the case of failure to establ
6、ish the company, bearing joint liabilities for refunding the paid-up capital as well as the interests thereof computed at the bank interest rate for the same period; and(3) If the companys interest is injured in the course of its incorporation due to the negligence of the initiators, being liable fo
7、r making compensations to the company.,6,Incorporation and Organization of a Joint Stock Limited Company,4.Structures 4.1 Shareholders General Assembly 4.1.2 Regular and temporary meetings (Article 101) 4.2The Board of Directors The number of members (odd) Have to set up,7,4.3 The Board of Superviso
8、rs The number of members (odd) Have to set up,8,Exercise,Compare a limited liability company with a joint stock limited company involving the following aspects:,Definition; quorum;minimum amount of capital;drafting of articles of associations;structures;,9,Incorporation and Organization of a Joint S
9、tock Limited Company,5. Obligations of the Directors, Supervisors and Senior Managers of a Company 5.1Duty of obedience 5.2 The duty of loyalty 5.3 Duty of care,10,5.2 The duty of loyalty,cases involving transactions between a director and the corporation (self-dealing); cases involving a director t
10、aking advantage of an opportunity which arguably may belong to the corporation; and cases in which the director competes with the corporation its business.,11,Guth v.Loft,Inc.,Guth was a director and president of Loft.Inc., a company that made and sold candy, syrups, and beverages. In 1931, the oppo
11、rtunity presented itself for Guth to become one of the two major shareholders of a new Pepsi-cola company that was to acquire the Pepsi-Cola trademark and formula from a trustee in bankruptcy. Guth took that opportunity and then used Loft assets to aid the Pepsi-Cola business. Later, Loft sued Guth,
12、 asking the court to require Guth to turn over to Loft all of the Pepsi-Cola stock he owned. Guth lost in the trial court. (commercial opportunities),12,Incorporation and Organization of a Joint Stock Limited Company,6. Special Provisions on the Organization of a Listed Company Listed Company: The company whose shares are listed and traded on a stock exchange. 6.1 Independent directors 6.2 A secretary of the board of directors (Functions ),
