2005 Revision of the Corporate Law

The Amendment to the 2005 Revision of the Corporate Law

(This Amendment shall come into effect on March 1, 2014)

Article 7　The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.

In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, actually received capital, scope of business and name of the legal representative of the company.

Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.

Article 7　The company registration authority shall issue a business license to a company incorporated according to law. The date on which the business license is issued shall be the date on which a company is incorporated.

In the business license of a company shall clearly be stated such items as the name, domicile, registered capital, scope of business and name of the legal representative of the company.

 Where the items stated in the business license of a company are altered, the company shall have the alterations registered according to law, and the company registration authority shall renew its business license.

Article 23 The following conditions shall be met for the incorporation of a company with limited liability:

(1) The number of shareholders conforms to the statutory number;
(2) The capital contributions of the shareholders reach the statutory minimum amount of capital;
(3) The shareholders have jointly formulated the articles of association;
(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and
(5) The company has its own domicile.

Article 23　The following conditions shall be met for the incorporation of a company with limited liability:
(1) The number of shareholders conforms to the statutory number;
(2) the amount of capital contributions subscribed for by all of its shareholders conforms to the articles of association;
(3) The shareholders have jointly formulated the articles of association;
(4) The company has its name and has established an organizational structure in conformity with the requirements for a company with limited liability; and
(5) The company has its own domicile.

Article 26 The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the company registration authority. The amount of the initial capital contributions made by all of the shareholders of the company shall be not less than 20 percent of the company’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the company is established; and in the case of an investment company, it may pay for the remainder in full within five years.

The minimum amount of the registered capital of a company with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.

Article 26 The registered capital of a company with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders.

Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.

Article 27　A shareholder may make his capital contributions in currency or do so by contributing such non-curreny property as material objects, intellectual property rights and land-use rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.

Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.　Where laws or administrative regulations provide otherwise, those provisions shall prevail.

The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a company with limited liability.

Non-curreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued.　Where laws or administrative regulations provide otherwise, those provisions shall prevail.

Article 29　After the shareholders have made their capital contributions, such capital contributions shall be subject to capital verification by a capital verification authority set up according to law, which shall issue capital verification certificates.

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Article 30 After the initial capital contributions made by shareholders have been verified by a capital verification authority set up according to law, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to the company registration authority such documents as a written application for registration of the company, the company’s articles of association and the capital verification certificates, in order to apply for registration of the incorporation of the company.

Article 29 After the shareholders subscribe the capital contributions in full according to the company’s articles of association, a representative designated by all the shareholders or a proxy jointly entrusted by them shall submit to the company registration authority such documents as a written application for registration of the company and the company’s articles of association, in order to apply for registration of the incorporation of the company.

Article 33　A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:
(1) the names or titles and domiciles of the shareholders;
(2) the amounts of the capital contributions made by the shareholders; and
(3) the serial numbers of their investment certificates.

 The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.

 The company shall register with a company registration authority the names or titles of its shareholders and the amount of their capital contributions; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.

Article 33　A company with limited liability shall prepare a roster of its shareholders in which the following items shall be recorded:
(1) the names or titles and domiciles of the shareholders;
(2) the amounts of the capital contributions made by the shareholders; and
(3) the serial numbers of their investment certificates.

 The shareholders recorded in the roster of the shareholders may claim to exercise their rights in such capacity on the basis of the said roster.

 The company shall register with a company registration authority the names or titles of its shareholders; and where items of registration are altered, it shall have the registration altered accordingly. Without registration or without registration for alteration, the company shall not act against the third party.

Article 59　The minimum amount of the registered capital for a one-person company with limited liability is 100,000 yuan. The shareholder shall make the capital contributions in one lump sum as stipulated by the articles of association of the company.

 A natural person may only make investment for the incorporation of one one-person company with limited liability. Such a company may not make investment for the incorporation of a new one-person company with limited liability.

Article 77　The following conditions shall be met if a company limited by shares is to be incorporated:
(1) The number of promoters conforms to the statutory number;
(2) The share capital subscribed for and raised by promoters reaches the statutory minimum amount of capital;
(3) The issue of shares and the preparations made for incorporation conform to the provisions of law;
(4) The company’s articles of association are formulated by the promoters, and such articles of association of a company incorporated by means of share offer are adopted at the inaugural meeting;
(5) The company has its name, and its organizational structure conforms to the requirements for a company limited by shares; and
(6) The company has its domicile.

Article 76　The following conditions shall be met if a company limited by shares is to be incorporated:
(1) The number of promoters conforms to the statutory number;
(2) The total of share capital subscribed for or the total amount of paid-in capital raised by all the promoters conforms to the articles of association;
(3) The issue of shares and the preparations made for incorporation conform to the provisions of law;
(4) The company’s articles of association are formulated by the promoters, and such articles of association of a company incorporated by means of share offer are adopted at the inaugural meeting;
(5) The company has its name, and its organizational structure conforms to the requirements for a company limited by shares; and
(6) The company has its domicile.

Article 81　Where a company limited by shares is incorporated by means of promotion, its registered capital shall be the total amount of the share capital subscribed for by all the promoters, as is registered with the company registration authority. The initial capital subscriptions by all the promoters of the company shall be not less than 20 percent of the registered capital and the remainder shall be paid in full by the promoters within two years from the date the company is incorporated; in the case of an investment company, it may do so within five years. Before the money is furnished in full, the company shall not offer shares to others.

Where a company limited by shares is incorporated by means of share offer, its registered capital shall be the total amount of the actually received share capital as is registered with the company registration authority.

The minimum amount of the registered capital of a company limited by shares shall be 5,000,000 yuan. Where the minimum amount of the registered capital of a company limited by shares is greater than the said amount, as is stipulated by laws or administrative regulations, the provisions there shall prevail。

Article 80　Where a company limited by shares is incorporated by means of promotion, its registered capital shall be the total amount of the share capital subscribed for by all the promoters, as is registered with the company registration authority. Before the money of the share capital subscribed for by all the promoters is furnished in full, the company shall not offer shares to others.

Where a company limited by shares is incorporated by means of share offer, its registered capital shall be the total amount of the actually received share capital as is registered with the company registration authority.

Where the actual registered capital or the minimum amount of the registered capital of a company limited by shares are otherwise specified in laws or administrative regulations，or decisions of the State Council, the provisions there shall prevail.

Article 84　Where a company limited by shares is incorporated by means of promotion, each of the promoters shall, in writing, subscribe for the full portion of the shares to be subscribed for by him as stipulated by the company’s articles of association; if a promoter offers to pay the subscriptions in a lump sum, he shall do so immediately; and if a promoter offers to pay the subscriptions by installments, he shall immediately pay for the first installment. Where a promoter invests with non-currency property, he shall go through the formalities for the transfer of his property rights according to law.

 Where a promoter fails to pay the subscriptions in accordance with the provisions of the preceding paragraph, he shall be liable for the default in accordance with the promoters’ agreement.

 After the initial payment of the subscriptions by the promoters, the board of directors and the board of supervisors shall be elected. The board of directors shall submit to the company registration authority the company’s articles of association, the capital verification certificate issued by the capital verification authority, which is set up according to law, and the other documents specified by laws or administrative regulations, in order to apply for registration of the incorporation of the company.

Article 83　Where a company limited by shares is incorporated by means of promotion, each of the promoters shall, in writing, subscribe for the full portion of the shares to be subscribed for by him as stipulated by the company’s articles of association, and shall pay the subscriptions in accordance with the articles of association. Where a promoter invests with non-currency property, he shall go through the formalities for the transfer of his property rights according to law.

Where a promoter fails to pay the subscriptions in accordance with the provisions of the preceding paragraph, he shall be liable for the default in accordance with the promoters’ agreement.

 After the promoters subscribed, in writing, for the full portion of the shares to be subscribed for by him as stipulated by the company’s articles of association, the board of directors and the board of supervisors shall be elected. The board of directors shall submit to the company registration authority the company’s articles of association and the other documents specified by laws or administrative regulations, in order to apply for registration of the incorporation of the company.

Article 178　Where a company needs to reduce its registered capital, it shall draw up a balance sheet and a detailed inventory of assets.

 The company shall, within 10 days from the date a resolution on reduction of its registered capital is adopted, notify its creditors of such resolution, and shall make an announcement in the newspaper within 30 days therefrom. The creditors shall, within 30 days from the date they receive the written notice, or within 45 days from the date the announcement is made in the case of those who have not received such written notice, have the right to claim full repayment of their debts or provision of a corresponding guarantee from the company.

 After reduction of the capital, the amount of the company’s registered capital shall not be less than the statutory minimum.

Article 178　Where a company needs to reduce its registered capital, it shall draw up a balance sheet and a detailed inventory of assets.

 The company shall, within 10 days from the date a resolution on reduction of its registered capital is adopted, notify its creditors of such resolution, and shall make an announcement in the newspaper within 30 days therefrom. The creditors shall, within 30 days from the date they receive the written notice, or within 45 days from the date the announcement is made in the case of those who have not received such written notice, have the right to claim full repayment of their debts or provision of a corresponding guarantee from the company.