What is the Company Law of the People's Republic of China? Review of the Company Law of the People's Republic of China

The earliest company law of the People's Republic of China was the "Provisional Regulations on Private Enterprises" promulgated on December 29, 1950. The "Provisional Regulations on Public-Private Joint Industrial Enterprises" (promulgated on September 5, 1954) was also an early and influential company legislation. Since 1979, the National People's Congress has successively formulated the "Law on Sino-Foreign Equity Joint Ventures", "Law on Foreign-Invested Enterprises", and "Law on Sino-Foreign Contractual Joint Ventures", and the State Council has successively promulgated the "Law on Sino-Foreign Equity Joint Ventures" and "Law on Foreign-Invested Enterprises" and other implementation rules.

In the absence of a company law, some laws and regulations and policy documents have put forward some rules of corporate behavior in order to regulate corporate behavior. These laws and regulations mainly include: "Interim Provisions on Company Registration Management" (promulgated on August 25, 1985, abolished on June 3, 1988), "Notice of the State Council on Further Cleaning Up and Rectifying Companies" (August 20, 1985), "Regulations of the People's Republic of China on Enterprise Legal Person Registration Management" (June 3, 1988), "Decision on Cleaning Up and Rectifying Companies" (October 3, 1988), "Notice of the State Council on the Establishment of Approval Authority for State-Owned Companies" (December 12, 1990), etc.

Brief History of Legislation

The "Company Law of the People's Republic of China" was adopted at the 5th Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993, and came into effect on July 1, 1994; the "Decision on Amending the Company Law of the People's Republic of China" was adopted at the 13th Session of the Standing Committee of the Ninth National People's Congress on December 25, 1999; the "Decision on Amending the Company Law of the People's Republic of China" was adopted at the 11th Session of the Standing Committee of the Tenth National People's Congress on August 28, 2004, which was the second amendment to the Law by the Standing Committee of the National People's Congress; the Law was significantly revised at the 18th Session of the Standing Committee of the Tenth National People's Congress on October 27, 2005, and the newly revised Company Law officially came into effect on January 1, 2006.

According to the third amendment of the Decision on Amending Seven Laws Including the Marine Environmental Protection Law of the People's Republic of China adopted at the Sixth Session of the Standing Committee of the Twelfth National People's Congress on December 28, 2013, the latest Company Law was implemented on March 1, 2014. The 2013 Company Law reduced the minimum registered capital limit of joint stock companies in 2005 to 5 million and modified the requirement of no minimum registered capital limit.

The "Decision on Amending the Company Law of the People's Republic of China" adopted at the Sixth Session of the Standing Committee of the Thirteenth National People's Congress on October 26, 2018 amended the Company Law for the fourth time.

Legal provisions

Table of contents

Chapter I General Provisions

Chapter II Establishment and Organization of a Limited Liability Company

Section 1 Establishment

Section 2 Organizational Structure

Section 3 Special Provisions for One-Person Limited Liability Companies

Section 4 Special Provisions for Wholly State-Owned Companies

Chapter III Equity Transfer of Limited Liability Company

Chapter 4 Establishment and Organizational Structure of a Joint Stock Company

Section 1 Establishment

Section 2 Shareholders' Meeting

Section 3. Board of Directors and Managers

Section 4 Supervisory Board

Section 5 Special Provisions on the Organizational Structure of Listed Companies

Chapter V Issuance and Transfer of Shares of Joint Stock Companies

Section 1 Issuance of Shares

Section 2 Share Transfer

Chapter VI Qualifications and Obligations of Company Directors, Supervisors and Senior Managers

Chapter 7 Corporate Bonds

Chapter 8 Corporate Finance and Accounting

Chapter 9 Company Merger, Division, Capital Increase and Capital Reduction

Chapter 10 Dissolution and Liquidation of a Company

Chapter 11 Branches of Foreign Companies

Chapter 12 Legal Liability

Chapter 13 Supplementary Provisions

Main text [omitted]

References

• 1. Company Law of the People's Republic of China: National People's Congress website