商法 英文版 課件company law 2.ppt

1、Company Law,Incorporation and Organization of a Limited Liability Company,1.The Process of incorporation Articles of incorporation One or more incorporators must sign the articles The signed articles must be submitted to the company registration authority.,Incorporation and Organization of a Limited

2、 Liability Company,2. Establishment,(1) The number of shareholders (150) (2) The amount of capital contributions paid by the shareholders reaches the statutory minimum amount of the registered capital; subscribed capital system (3) The articles of association are worked out jointly by shareholders.(

3、The content of articles ) (4) The company has a name and its organization complies with that of a limited liability company; and (5) The company has a domicile.,The items:1. The name and domicile of the company; 2. The Scope of Business of the company; 3. The registered capital of the company; 4. Th

4、e names or titles of the shareholders; 5. The forms, amounts and dates of capital contributions made by the shareholders; 6. The bodies of the company and the measures for their establishment, their functions and powers.as well as the procedural rules; 7. The legal representative of the company; and

5、8. Other items deemed necessary by the shareholders of the company.The shareholders shall affix their signatures or seals to the articles of association of the company.,One-person Limited Liability Companies, one natural person shareholder or a legal person shareholder. the registered capital 100,00

6、0 RMB (contributed capital system) joint financial liability for company debts,The amount of capital contributions,The minimum amount of registered capital of a limited liability company shall be RMB 30, 000 Yuan. The amount of the initial capital contributions made by all shareholders shall be not

7、less than 20% of the registered capital, nor less than the statutory minimum amount of registered capital The amount of the capital contributions in currency paid by all the shareholders shall be not less than 30% of the registered capital of the limited liability company. in currency, in kind or in

8、tellectual property right, land use right or other non-currency properties,3. Corporate governance structure,manager, vice manager, person in charge of finance of a company, and the secretary of the board of directors,3.1The shareholders meeting,3.1.1 Comprise: all the shareholders 3.1.2 The shareho

9、lders meeting authorities 3.1.3 Regular meetings and temporary meetings A .The Call B .Notice C .Quorum percentage of the capital contributions ; special matters (over 2/3),3.1.2 The shareholders meeting authorities,(1) determining the companys operation guidelines and investment plans; (2) electing

10、 and changing the director and supervisors assumed by non-representatives of the employees, and determining the matters concerning their remuneration; (3) deliberating and approving the reports of the board of directors; (4) deliberating and approving the reports of the board of supervisors or the s

11、upervisor; (5) deliberating and approving annual financial budget plans and final account plans of the company; (6) deliberating and approving profit distribution plans and loss recovery plans of the company; (7) making resolutions on the increase or decrease of the companys registered capital; (8)

12、making resolutions on the issuance of corporate bonds; (9) adopting resolutions on the assignment, division, change of company form, dissolution, liquidation of the company; (10) revising the articles of association of the company; (11) other functions as specified in the articles of association.,3.

13、2 The board of directors,The number of members (odd) The executive director The shareholders meeting authorities The term of office,1. Convening shareholders meetings and presenting reports thereto;2. Adopting resolutions made at shareholders meetings;3. Determining operational plans and investment

14、plans;4. Formulating the companys annual budgets and final account plans;5. Formulating the companys profit distribution plans and debt recovery plans;6. Formulating the companys plans on any proposed increase or decrease in its registered capital, or on the issuance of corporate bonds; 7. Formulati

15、ng the companys plans on any proposed merger, demerger, change in company form, dissolution, or similar;8. Making decisions on the establishment of the companys internal management departments;9. Making decisions on the appointment or dismissal of the companys manager and his remuneration, and, acco

16、rding to the nomination of the manager, making decisions on the appointment or dismissal of deputy manager(s) and the finance manager and their remuneration;10. Establishing the companys basic management system; and11. Any other function specified in the articles of association.,3.3 Board of supervi

17、sors,The number of members(odd) Board of supervisors authorities The term of office qualifications,1. To check the financial affairs of the company;2. To supervise compliance of the directors and senior managers with their respective duties and propose the removal of any director or senior manager w

18、ho violates any law, administrative regulation, the articles of association or any resolution of the shareholders meeting; 3. To require any director or senior manager to take corrective action where he acts in a way that damages the interests of the company;4. To propose the calling of interim shar

19、eholders meetings and to call and preside over shareholders meetings where the board of directors does not exercise its functions in that regard as prescribed in this Law;5. To put forward proposals at shareholders meetings;6. To initiate any action against a director or senior manager in accordance

20、 with Article 152 of this Law; and7. Any other power specified in the articles of association.,4.Shareholder,4.1Shareholders and promoters,The activities of promoters the promoter must arrange for the necessary capital for the corporation. the promoter must obtain the necessary assets and personnel

21、so that the corporation may function. (3)the promoter must arrange for the filing of the articles of incorporations, the preparation of the necessary papers, the issuance of shares, and the like.,4.Shareholder,In the case of failure to establish the company ,the promoters shall bear joint liabilitie

22、s for the debts and expenses resulted from the activities prior to the incorporation of the company,4.1Shareholders and promoters,4.2 Rights and duties,Rights (1)Right to attend and vote at general meetings Straight (plurality) voting Cumulative voting (2) Right to Transfer Ownership (3) Dividend En

23、titlement (4)Opportunity to Inspect Corporate Books and Records (5) Suing for Wrongful Acts,Duties (1)make full payment for the capital contribution (2) Supplement the capital contribution (3)No taking away the contribution capital,Cumulative voting,The term cumulative voting system as referred to i

24、n this Law means a voting system whereby shareholders can multiply their voting rights by the number of candidates and cast their votes for one candidate for director or supervisor.,Suppose that A has 70 shares and B has 30 shares. In an election of five directors, A would have a total of 350 (70 ti

25、mes 5) votes to distribute among his candidates as he choose and B would have a total of 150 (30 times 5) votes to distribute. If B votes intelligently, cumulative voting assures him that he can elect at least one director. If B casts all of his 150 votes for X, there is no way for A to keep X from

26、being elected. At most A will be able to cast his 350 cumulative votes to elect the four other directors. If A spreads his votes unevenly or among many candidates, he might find himself electing only three or even fewer directors. Suppose that A decides to cast his 350 votes as follows: D(150), E (150), F(20), G( 20), and H (10). If B learns of this, he could catch A off guard by casting his 150 votes as follows: I (50), J(50), K(50). The top five vote-getters would be D E I J K.,Transfers of Limited Liability Company Stock Rig