(December 29, 1993, the 5th meeting of the Standing Committee of the 8th National People's Congress, adopted the "Thirteenth Meeting of the Standing Committee of the 9th National People's Congress on December 25, 1999" The first amendment of the Decision of the People's Republic of China Corporation Law is based on the eleventh meeting of the 11th meeting of the Standing Committee of the 10th National People's Congress on August 28, 2004, the second amendment to the amendments to the "Decision of the People's Republic of China"
Record
Chapter 1 General Principles
Chapter 2 Company Registration
Chapter III's Establishment and Organization of Co., Ltd.
Section 1
Section 2 Organization
Chapter 4 of the equity transfer of limited liability companies
Chapter 5 Establishment and Organization of Co., Ltd.
Section 1
Section 2 of the shareholders meeting
Section 3 Board, Manager
Section 4 Supervisory Board
Section 5 Special Regulations of Organizations of Listed Companies
Chapter VI Co., Ltd.'s share issuance and transfer
Part 1 shares issuance
Section 2 Shares Transfer
Chapter 7 Special Regulations of the Organization of State Corporations
Chapter 8 Company Director、Supervisor、The qualifications and obligations of senior management personnel
Chapter 9 Company Bond
Chapter 10 Company Finance, Accounting
Chapter 11 Company Merge, separate, increase capital, and reduce capital
Chapter 12 The Company Disaptive and Clear
Chapter 13 of a branch of foreign companies
Chapter 14 Legal Responsibility
Chapter 15 Attachment
Chapter 1 General Principles
Article 1 to regulate the organization and behavior of the company，Protection Company、Shareholders、The legitimate rights and interests of employees and creditors，Improve the modern enterprise system with Chinese characteristics，Promoting entrepreneur spirit，Maintain socio -economic order，Promoting the development of the socialist market economy，According to the Constitution，Develop this law。
The company referred to in this law，refers to a limited liability company and joint -stock company established in the territory of the People's Republic of China。
Article 3 The company is a corporate legal person，With independent legal person property，Enjoy the property rights of legal person。The company is responsible for the company's debt with all its property。
The company's legitimate rights and interests are protected by law and are not violated.
4 of the shareholders of a limited liability company shall be responsible for the company's capital contribution; the shareholders of the joint -stock company shall bear the responsibility of the company's subscribed shares。
Company shareholders enjoy asset income for the company、Participate in the rights of major decision -making and selection managers。
5 The establishment of a company shall formulate the company's articles of association。Company Articles of Association to the company、Shareholders、Director、Supervisor、Senior managers have binding power。
6 The company shall have its own name。The company name shall comply with relevant national regulations。
The company's name right is protected by law.
7th limited liability company established in accordance with this law，It should be the word of the company or the word of the company in the company name。
Co., Ltd.，It should be a bid in the company name to indicate the company or the company's word。
Article 8 The company is based on the place where its main work agency is located。
1 The scope of the company's operating scope shall be stipulated by the company's articles of association。The company can modify the company's articles of association，Change business scope。
The company's business scope belongs to the law、Administrative regulations stipulated that it is approved for project，It should be approved according to law。
Article 10 The legal representative of the company shall be in accordance with the regulations of the company's articles of association，Directors or managers representing the company's executive company affairs。
Director or manager who served as the legal representative，It is deemed to resign at the same time as the legal representative。
The resignation of the legal representative，The company shall determine the new legal representative within 30 days from the date of resignation of the legal representative。
Article 11 Civil activities engaged in the name of the legal representative，Its legal consequences are affected by the company。
Company Articles of Association or the restrictions on the authority of the statutory representatives，Do not fight against goodwill and counterparts。
The legal representative causes damage to others due to the execution position，The company bear civil liability。After the company bear civil liability，According to the provisions of the law or the company's articles of association，You can recover from the legal representative with fault。
Article 12 of the limited liability company to be changed to stock Co., Ltd.，It should meet the conditions of the joint -stock company stipulated in this Law。Stock Co., Ltd. changed to a limited liability company，It should meet the conditions of a limited liability company stipulated in this Law。
Limited liability company is changed to a joint -stock company，or the stock limited company is changed to a limited liability company，Credit rights before the company's change、The debt is inherited by the changed company。
Article 13 Company may set up subsidiaries。Subsidies have legal person qualifications，Independent civil liability。
Company can set up branches。Branch has no legal person，Its civil liability is borne by the company。
Article 14 The company may invest in other companies.
The law stipulates that the company shall not be the investor who is responsible for the debt of the investment enterprise，From its regulations。
Article 15 The company invests in other companies or provides guarantee for others，According to the regulations of the company's articles of association，The decision of the board of directors or the shareholders' meeting; the company's articles of association has a limited amount of the total amount of investment or guarantee and the amount of investment or guarantee，must not exceed the specified limit。
The company provides guarantee for the company's shareholders or actual controller，It should be resolved by the shareholders' meeting。
Shareholders specified in the preceding paragraph or shareholders dominated by the actual controller of the previous paragraph，No voting of matters specified in the preceding paragraph。This voting is passed by more than half of the voting rights held by other shareholders attending the meeting。
Article 16 The company shall protect the legitimate rights and interests of employees，Signed a labor contract with employees in accordance with the law，Participate in social insurance，Strengthen labor protection，Implement safety production。
The company should adopt multiple forms，Strengthen the vocational education and job training of the company's employees，Improve the quality of employees。
Article 17 Company employees organize unions，Carrying out union activities，Maintain the legitimate rights and interests of employees。The company should provide the necessary activity conditions for the company's unions。The company's union represents employees from employees' labor remuneration、Working hours、Rest vacation、Labor safety, health, insurance benefits and other matters sign a collective contract with the company in accordance with the law。
The company is in accordance with the constitution and relevant laws，Establish and improve the democratic management system based on the staff congress as the basic form，Through employee congress or other forms，Implement democratic management。
Company research decide on restructuring、Disding、major issues in applying for bankruptcy and business、When formulating important rules and regulations，I should listen to the opinions of the company's union，and listen to the opinions and suggestions of employees through the staff congress or other forms。
Article 18 in the company，According to the provisions of the Communist Party of China，Establish an organization of the Communist Party of China，Carry out party activities。The company should provide necessary conditions for the activities of the party organization。
Article 19 Company engage in business activities，It should abide by laws and regulations，Following social morality、Commercial ethics，Honest and trustworthy，Accept the supervision of the government and the public。
20 Company engage in business activities，It should be fully considered company employees、The interests of related interests such as consumers and other interests and social public interests such as ecological environmental protection，Responsibility for social responsibility。
The state encourages companies to participate in social public welfare activities，Announce social responsibility report。
Twenty -first company shareholders shall abide by the law、Administrative Regulations and Company Articles of Association，Exercise shareholders' rights in accordance with the law，Do not abuse shareholders' rights to harm the interests of the company or other shareholders。
The company's shareholders abuse shareholders' rights to cause losses to the company or other shareholders，Should be liable for compensation。
Article 22 The controlling shareholder of a company、Actual controller、Director、Supervisor、Senior managers shall not use the relationship relationship to harm the company's interests。
Violation of the provisions of the previous paragraph，The loss to the company，Should be liable for compensation。
Article 23 The company's shareholders abuse the company's legal person independence and shareholders limited liability，Escape debt，Seriously harm the interests of the company's creditors，Should bear the liability of the company's debt。
Shareholders use the two or more companies that the shareholders to implement the previous paragraph stipulated in the previous paragraph，Each company shall bear the liability of the debt of the company。
Only one shareholder's company，Shareholders cannot prove that the company's property is independent of the shareholders' own property，Should bear the liability of the company's debt。
Article 24: Company Shareholders' Meeting、Board、The Supervisory Board of the Supervisory Board can be held and voted to use electronic communication methods，The company's articles of association have other regulations, except。
Article 25 of the company's shareholders' meeting、The resolution of the board of directors violates the law、Invalid of administrative regulations。
Article 26 of the company's shareholders meeting、A meeting of the meeting of the board of directors、Voting method violates the law、Administrative Regulations or Company Articles of Association，or the content of the resolution violates the company's articles of association，Within 60 days from the date of the decision of the shareholders，You can ask the people's court to revoke。But，Shareholders meeting、The meeting of the board of directors to convene procedures or voting methods only slight flaws，Except for the substantial impact on the resolution。
The shareholders who have not been notified of the shareholders 'conferences know or should know that the shareholders' meeting resolution should be within 60 days，You can ask the people's court to revoke; the right to revoke the right to revoke within one year from the date of the resolution，Rejuvenation right to eliminate。
Article 27 There is one of the following circumstances，Company shareholders meeting、The resolution of the board of directors is not established:
(1) No shareholders' meeting and board meetings were held;
(2) Shareholders' meeting、The board meeting did not vote on the resolution;
(3) The number of people attending the meeting or the number of voting rights holding does not reach the number of people or the number of voting rights prescribed by the company's articles of association;
(4) The number of people who agree with the resolution or the number of voting rights holds does not reach the number of people prescribed by this law or the number of voting rights held by the company's articles of association。
Article 28 of the company's shareholders' meeting、The board of directors decided to be invalidated by the people's court、Rejected or confirmed that it is not established，The company shall apply to the company's registration authority to withdraw the registration based on the resolution。
Shareholders meeting、The board of directors decided to be invalidated by the people's court、Rejected or confirmed that it is not established，Civil legal relationship formed by the company based on the resolution and goodwill is not affected。
Chapter 2 Company Registration
Article 29 Establish a company，It should be applied to the company's registration authority to establish registration。
Law、Administrative Regulations stipulate that the establishment of a company must be approved for，It should go through approval procedures in accordance with the law before the company registration。
Article 30 Apply for the establishment of a company，It should be submitted to establish a registration application、Company Articles of Association and other files，The relevant materials submitted should be true、Legal and effective。
Application materials are incomplete or not in line with legal forms，The company's registration authority shall notify the materials that need to be corrected at one time。
Article 31 Apply for the establishment of a company，The establishment of the establishment conditions stipulated in this Law，The company's registration authority is registered as a limited liability company or a joint -stock company;，Not registered as a limited liability company or a joint -stock company。
Article 32 The company's registration items include:
(1) Name;
(2) Residence;
(3) Registered capital;
(4) Business scope;
(5) The name of the legal representative;
(6) Shareholders of limited liability companies、The name or name of the initiator of the joint -stock company。
The company registration authority shall publicize the company registration items stipulated in the previous paragraph through the national corporate credit information publicity system。
Article 33 Companies established in accordance with the law，The company's registration authority is sent to the company's business license。The date of issuance of the company's business license is the company's establishment date。
The company's business license shall stipulate the company's name、Residence、Registered capital、Business scope、Names of legal representatives and other matters。
The company's registration authority can send it to the electronic business license。Electronic business license and paper business license have the same legal effect。
Article 34 The company's registration matters change，It should be registered for change in accordance with the law。
The company's registration items have not been registered or unchanged for registration，Do not fight against goodwill and counterparts。
Article 35: Company apply for change registration，It should be submitted to the company's registration authority to apply for a change registration application signed by the company's legal representative、Files or decisions made in accordance with the law。
The company's change registration items involve modifying the company's articles of association，Should be submitted to the modified company charter。
The company changes the legal representative，The registration application for change is signed by the changing legal representative。
Article 36 The matters recorded by the company's business license change，After the company handles the change registration，A business license for renewal from the company's registration authority。
Article 37: Company is dissolved、If it is declared bankrupt or other legal reasons,，It shall apply to the company's registration authority for cancellation registration，Termination of the announcement company of the company's registration authority。
Article 38 of the company set up branches，It shall apply to the company's registration authority for registration，Receive business license。
Article 39: Fictional Report Registered Capital、Submit false materials or take other fraud methods to conceal important facts to obtain the company's establishment registration，The company registration authority shall be in accordance with the law、Regulations on administrative regulations will be revoked。
Article 40 The company shall publicize the following matters through the national enterprise credit information publicity system:
(1) The amount of contributions to shareholders of limited liability companies、Funding method and capital capital，Number of shares subscribed by the sponsor of the joint -stock company;
(2) Shareholders of limited liability companies、Equity of the initiator of the joint -stock company、Share changes information;
(3) Information such as obtaining, changing, and cancellation of administrative licenses;
(4) Other information stipulated in laws and administrative regulations.
The company should ensure the real information of the previous paragraph、Accurate、Full。
Article 41 The company's registration authority shall optimize the company's registration processing process，Improve the company's registration efficiency，Strengthen information construction，Implementing convenient ways to do online，Improve the company's registration convenience level。
Market Supervision and Management Department of the State Council in accordance with this law and relevant laws、Regulations on administrative regulations，Develop a specific method for registering the company。
Chapter III's Establishment and Organization of Co., Ltd.
Section 1
Article 42 of the limited liability company is established by one or more shareholders of less than 50 shareholders。
43 of the shareholders of the 43rd limited liability company may sign an establishment agreement，Determine the rights and obligations of each of the company's establishment。
44 of the shareholders of the 44th limited liability company set up civil activities for establishing a company，Its legal consequences are affected by the company。
The company has not established，Its legal consequences are affected by the company's shareholders when the company was established; the shareholders of the establishment of the company were more than two people，Enjoy the linked debt，undertake joint debt。
At the time of establishing, the shareholders of the shareholders set up a civil liability for civil activities in their own names，The third party has the right to choose to request the company or the company's shareholders to bear it。
At the time of the establishment, the shareholders of the shareholders caused damage to others due to the performance of the company's duties，The company or the non -fault shareholders bear the liability for compensation，You can recover from shareholders with faults。
Article 45 Establish a limited liability company，shall jointly formulate the company's articles of association。
Article 46 of the limited liability company's articles of association shall be stated in the following items:
(1) The company name and residence;
(2) The company's business scope;
(3) Company registered capital;
(4) The name or name of the shareholders;
(5) The capital contribution, investment method and capital contribution date of shareholders;
(6) The company's institutions and their methods、Management、Rules for negotiation;
(7) The method and change method of the legal representative of the company;
(8) Shareholders will think other matters that need to be prescribed.
Shareholders shall sign or seal on the company's articles of association.
Article 47 The registered capital of a limited liability company is the capital contribution of all shareholders registered in the company's registration authority。The amount of contributions to all shareholders shall be paid by the shareholders in accordance with the company's constitution from five years from the date of establishment of the company。
Law、Administrative Regulations and the State Council's decision to pay the registered capital of limited liability companies、The minimum limit of registered capital、The shareholders' investment period has other stipulated，From its regulations。
48 Shareholders can use currency capital，You can also use physical objects、Intellectual property、Land use right、Equity、Debt, etc. Non -monetary property that can be valued by currency and can be transferred in accordance with the law; but，Law、Administrative Regulations stipulate that it is not except as a funded property。
The price should be evaluated for non -monetary property invested，A verification of property，Do not overestimate or underestimate the price。Law、Administrative regulations have specified prices for evaluation，From its regulations。
Article 49 Shareholders shall pay the capital contributed by the company's articles of association in full as expected。
Shareholders invested in currency capital，The money contribution should be deposited into the account issued by the limited liability company in the bank;，The transfer procedures for their property rights in accordance with the law。
Shareholders have not paid the funding in full，Except for the company's full payment to the company，It should also be liable for compensation for the loss caused by the company。
Article 50: When the establishment of a limited liability company，Shareholders have not actually contributed capital in accordance with the company's articles of association，or the actual price of non -monetary assets that actually contributed is significantly lower than the amount of contributed contributions，Other shareholders and shareholders at the time of establishing shareholders assume joint responsibility within the scope of insufficient capital。
Article 51 After the establishment of a limited liability company，The board of directors should check the investment of shareholders，It is found that the shareholders have not paid the capital contributed by the company's articles of association，The company shall send a written reminder book to the shareholder，Capital capital。
Not fulfilled the obligations specified in the preceding paragraph in time，The loss to the company，Responsible directors shall bear the liability for compensation。
Article 52 Shareholders fail to pay the capital contribution in accordance with the capital capital date specified by the company's articles of association，The company issues a written urging book to pay for the contribution in accordance with the first paragraph of the previous paragraph，It can be stated that the width limit of paying contributions is stated;，No less than 60 days。Wide -time expiry，Shareholders have not fulfilled the obligations of capital capital，The company's decision by the board of directors can issue a notice to the shareholders' loss of rights，Notification shall be issued in writing。From the date of the notification，The shareholders lost their unsurprising equity。
The equity lost in accordance with the previous paragraph shall be transferred in accordance with the law，or correspondingly reduce the registered capital and cancel the equity; not transferred or canceled within six months，The other shareholders of the company pay the corresponding capital contribution in full in accordance with their capital contribution。
Shareholders have objections to dislike their rights，During 30 days from the date of receiving the notice of losing right，Filming a lawsuit with the people's court。
Article 53 After the company is established，Shareholders must not escape capital。
Violation of the provisions stipulated in the previous paragraph，Shareholders should return the funds to escape;，Responsible directors、Supervisor、Senior managers shall assume liability for compensation with the shareholder。
Article 54 If a company cannot settle its due debts，Company or creditors who have expired claims have the right to request shareholders who have subscribed to the contribution but have not contributed the contribution in advance。
Fifty -five after the establishment of a limited liability company，shall issue a certificate of capital contribution to shareholders，Record the following matters:
(1) Company name;
(2) The establishment date of the company;
(3) Company registered capital;
(4) The name or name of the shareholders、The amount of contributions to subscribed and paid、Investment method and capital contribution date;
(5) Number and date of issuance of capital contribution certificates.
Certificate of funding is signed by the legal representative，and stamped by the company。
Fifty -sixth limited liability company shall prepare shareholders roster，Record the following matters:
(1) The name or name and residence of the shareholders;
(2) The amount of contribution of shareholders subscribed and paid、Investment method and capital contribution date;
(3) Certificate number of capital contribution;
(4) The date of obtaining and loss of shareholders' qualifications.
Shareholders recorded in the register of shareholders，You can advocate the right to exercise shareholders in accordance with the stake sports betting appregister of shareholders。
Article 57 Shareholders have the right to check、Copy the company's charter、Shareholders register、The Board of Directors Meeting Resolution、The Board of Directors Meeting Resolution、Followers and Financial Accounting Reports of the Supervisory Committee Meeting。
Shareholders can ask for the company's accounting account book、Accounting Volume。Shareholders request to check the company's accounting account book、Accounting vouchers，Should make a written request to the company，Explain the purpose。The company has a reasonable basis that the shareholders consider the shareholders to check the accounting book、Accounting vouchers have unfair purpose，Perhaps it may harm the legal interests of the company，You can refuse to provide inspection，And should answer the shareholders within 15 days from the date when the shareholders make a written request and explain the reason。The company refuses to provide inspection，Shareholders can file a lawsuit with the people's court。
Shareholders check the materials specified in the previous paragraph，You can entrust an accounting firm、Law Firm and other intermediary agencies for。
Shareholders and the accounting firms entrusted by their commission、Law Firm and other intermediary agencies to check、Copy related materials，Should abide by the relevant state secrets、Business Secret、Personal Privacy、Personal information and other laws、Regulations on administrative regulations。
Shareholders' request to check、Copy the relevant materials of the company's wholly -owned subsidiaries，Applicable the provisions of the first four paragraphs。
Section 2 Organization
Article 58 of the shareholders of the limited liability company will consist of all shareholders。Shareholders' Club is the company's power institution，Exercies of power in accordance with this law。
Article 59 of the shareholders' meeting exercise the following powers:
(1) Election and replacement directors、Supervisor，Decide to the director、Remuneration of Supervisors;
(2) Report and approve the report of the board of directors;
(3) Report from the Prosecutor's Board of the Supervisory Board;
(4) Review and approve the company's profit distribution plan and make up for the losses;
(5) Make decisions to increase or reduce the registered capital of the company;
(6) A resolution of the issuance corporate bonds;
(7) Merge for the company、separation、Disding、Clear or change the company form to make resolutions;
(8) Modify the company's articles of association;
(9) Other powers stipulated in the articles of association of the company.
The shareholders' meeting can authorize the board of directors to make a decision to issue corporate bonds。
The shareholders of the issues listed in the first paragraph of this Article express their consent in writing，You can hold a shareholders meeting，Make a decision directly，and all shareholders signed or stamped on the decision document。
Article 60: limited liability company with only one shareholder without shareholders' meeting。The decision time of the shareholders made the matters listed in the first paragraph of the first paragraph，Instead of written form，and signed or stamped by shareholders。
Article 61 The first shareholder meeting was convened and hosted by the shareholders with the most funded shareholders，Exercies of power in accordance with the provisions of this Law。
Article 62 of the shareholders' meeting is divided into regular meetings and temporary meetings。
Regular meetings shall be held on time in accordance with the regulations of the company's articles of association。It represents shareholders of more than one -tenth of voting rights、Directors of more than one -third of the board of directors or supervisors proposed to convene a temporary meeting，Temporary meetings should be held。
Article 63 The Shareholders Meeting is convened by the board of directors，Chairman of the Chairman; Chairman cannot perform his duties or does not perform his position，hosted by Vice Chairman; Vice Chairman cannot perform his duties or does not perform his position，Started by more than half of the directors, a director presided over a director。
The board of directors cannot fulfill or does not fulfill the responsibilities of the convening of the shareholders' meeting，convened and presided over by the Supervisory Committee;，A shareholders of more than one -tenth of the voting rights can be summoned and presided over by themselves。
Article 64 held a shareholders meeting，It should be notified all shareholders at the meeting 15 days ago; but，Another provision of the company's articles of association, except for the other shareholders' agreed。
The shareholders' meeting shall make a meeting record of the decisions of the discussion，Shareholders attending the meeting shall sign or stamp on the meeting records。
Article 65 of the shareholders' meeting shall exercise voting rights by shareholders in accordance with the proportion of capital contribution; but，The company's articles of association have other regulations, except。
Article 66 The way of discussions and voting procedures for the shareholders' meeting，Except for the specified laws，Standardized by the company's articles of association。
Shareholders' meeting made a resolution，The shareholders of more than half of the voting rights should pass。
Shareholders will make a modification of the company's articles of association、Resolution to increase or reduce registered capital，and the company's merger、separation、Disband or change the company formal resolution，It should pass the shareholders of more than two -thirds of the voting rights on behalf of the representative passed。
Article 67 of the limited liability company set up a board of directors，Article 75 of this Law, except as specified。
The board of directors exercise the following powers:
(1) Convening shareholders meeting，Report to the shareholders' meeting;
(2) Resolution of Shareholders' Association;
(3) Determine the company's business plan and investment plan;
(4) Formulate the company's profit distribution plan and make up for the losses;
(5) The plan to formulate a company increase or reduce registered capital and issue corporate bonds;
(6) Formulate a company merger、separation、solution to dissolution or change the company form;
(7) Determine the setting of the company's internal management agency;
(8) Determined to appoint or dismiss the company's manager and its compensation items，and decide to appoint or dismiss the company deputy manager according to the manager's nomination、The person in charge of finance and its compensation;
(9) Formulate the basic management system of the company;
(10) Company's articles of association stipulates or other powers granted by shareholders。
Company Articles of Association's restrictions on the power of the board of directors shall not fight against goodwill。
1 member of the board of directors of limited liability companies is more than three people，Among its members can have company employee representatives。Limited liability companies with more than 300 employees，In addition，Among the members of its board of directors, there should be company employee representatives。The employee representatives in the board of directors are by the company's employees through the staff congress、Employee Conference or other forms of democratic elections。
One chairman of the board of directors，You can set up Deputy Chairman。Chairman、The method of the deputy chairman is stipulated by the company's articles of association。
Article 69: limited liability company may set up a audit committee composed of directors in the board of directors in accordance with the provisions of the company's articles of association，Exercise the authority of the Supervisory Board specified in this Law，No Supervisor or Supervisor。Employees of members of the company's board of directors can become members of the Audit Committee。
Article 70 Directors The term of office shall be stipulated by the company's articles of association，But each term must not exceed three years。Director's term expired，Election can be re -elected。
Directors have not been re -elected in a timely manner，or the directors' resignation during his term, resulting in the number of members of the board of directors lower than the number of legal persons，Before taking office in the re -elected director，The original director should still be in accordance with the law、Regulations on administrative regulations and corporate articles of association，Performing Directors。
Directors' resignation，Should notify the company in writing，The company resigned on the day of receiving the notice，But there are situations specified in the preceding paragraph，Directors should continue to perform their positions。
The 71st shareholders' meeting can decide to dissertate the director，The solution of the resolution made effective。
No proper reasons，Solved as a director before the expiration of the term of office，This director may ask the company to compensate for compensation。
Article 72 of the board meeting was convened and presided over by the chairman; the chairman cannot perform his duties or does not perform his position，convened and presided over by the vice chairman; deputy chairman cannot perform his position or does not perform his position，More than half of the directors jointly advanced a director to convene and host。
Article 73 The way of discussions and voting procedures of the board of directors，Except for the specified laws，Standardized by the company's articles of association。
The board meeting of the board of directors shall be held at the meeting before the party can be held。The board of directors made a resolution，It should be passed through more than half of all directors through。
The voting of the board of directors should be one vote for one person.
The board of directors shall make a meeting record of the decisions of the discussion，Directors attending the meeting shall sign the conference record。
Article 74 of a limited liability company can set up a manager，The board of directors decided to appoint or dismiss。
The manager is responsible for the board of directors，According to the regulations of the company's articles of association or the authorization of the board of directors。Manager attended the board meeting。
Article 75 Limited Liability Company with a small scale or a small number of shareholders，You can set up a board of directors，Set a director，Exercise the power of the board of directors stipulated in this Law。The director can also be the company manager。
Article 76 of the limited liability company to set up a supervisory committee，Article 69 of this Law、Article 83 Except the other regulations。
Member of the Supervisory Board is more than three。Members of the Supervisory Board shall include shareholders representatives and appropriate proportion of company employee representatives，Among them, the proportion of employee representatives must not be less than one -third of，The specific proportion is stipulated by the company's articles of association。The employee representatives in the Supervisory Board are by the company's employees through the staff congress、Employee Conference or other forms of democratic elections。
One chairman of the board of supervisors，More than half of the elections of all supervisors。Chairman of the Supervisory Committee convened and presided over the meeting of the Supervisory Board; the chairman of the Supervisory Board could not perform his position or not perform his position，Moved to a meeting of the Supervisors of the Supervisory Board by more than half of the supervisors。
Directors and senior managers shall not serve as supervisors.
Article 77 The term of the supervisor is three years per session。The expiry of the term of office of the supervisor，Election can be re -elected。
Supervisor's term after the expiration of the expiration of the term of office，or the supervisor's resignation during his term that leads to the number of members of the supervisory board lower than the number of legal persons，Before taking office in the selected supervisor，The original supervisor should still be in accordance with the law、Regulations on administrative regulations and corporate articles of association，Performing the supervisor position。
Article 78 The Supervisory Board exercises the following powers:
(1) Check the company's finance;
(2) For directors、Supervision of the execution of senior management personnel，Violation of the law、Administrative Regulations、Director of the company's articles of association or the resolution of the shareholders' meeting、Specifications for solving the solution;
(3) Directors、When the behavior of senior managers harms the company's interests，Requires Director、Advanced managers are corrected;
(4) Proposal to convene a temporary shareholders meeting，Call and host the shareholders 'meeting when the board does not fulfill the call and host the shareholders' meeting responsibilities stipulated in this Law;
(5) Proposal to the shareholders meeting;
(6) According to the provisions of Article 189 of this law，Directors、Senior managers filed a lawsuit;
(7) Other powers stipulated by the company's articles of association.
Article 79 Supervisors may attend the board meeting，and ask questions or suggestions on the decision matters of the board of directors。
The Supervisory Board found the company's operating conditions abnormal，can be investigated; if necessary，You can hire accounting firms to help them work，Cost by the company。
Article 80 The Supervisory Board may require directors、Senior managers submit a report for executive duties。
Director、Senior managers should truthfully provide relevant situations and information to the Supervisory Board，It must not hinder the supervisor or supervisor to exercise its powers。
Article 81 The Supervisory Board holds at least once a year，Supervisors can propose to convene a temporary supervisory committee meeting。
The way of negotiations and voting procedures of the board of supervisors，Except for the specified laws，Standardized by the company's articles of association。
The resolution of the Supervisory Board shall be passed by more than half of all supervisors.
The voting of the resolutions of the Supervisory Board should be one by one.
The Supervisory Committee shall make the decision to make a conference record，Supervisors attending the meeting shall sign the conference record。
第八十二条 The costs necessary for exercising their powers to exercise their powers shall be borne by the company.
Article 83 Limited liability company with a small scale or a small number of shareholders，You can set up no supervisors，Set a supervisor，Exercise the power of the board of supervisors stipulated in this Law; unanimously agree with all shareholders，You can also have no supervisor。
Chapter 4 of the equity transfer of limited liability companies
Article 84 of the shareholders of a limited liability company can transfer all or part of the equity between each other or part of the equity。
Transfer the equity of shareholders to people other than shareholders，The number of equity transfer should be transferred、Price、Payment methods and periods and other matters in writing in writing other shareholders，Other shareholders have the right to purchase priority under the same conditions。The shareholders have not answered within 30 days from the date of receiving the written notice，It is deemed to give up the right to purchase priority。Two or more shareholders exercise the right to purchase priority，Negotiation determines the proportion of their respective purchases;，Follow the proportion of their own capital contributions at the time of the transfer。
The company's articles of association have other regulations on equity transfer, from its stipulation.
Article 85 When the People's Court transfers the equity of the shareholders in accordance with the mandatory execution procedure stipulated in accordance with the law，shall notify the company and all shareholders，Other shareholders have the right to purchase priority under the same conditions。Other shareholders will not exercise the right of priority purchase for 20 days from the date of notification of the people's court，It is deemed to give up the right to purchase priority。
Article 86 of the shareholders transfer equity，Should notify the company in writing，Request to change the register of shareholders; need to apply for change registration，and request the company to apply for a change registration to the company's registration authority。The company refuses or does not answer within the reasonable period，Transferred、The transferee can file a lawsuit with the people's court in accordance with the law。
Equity transfer，The transferee can claim to exercise shareholders 'rights from the shareholders' roster。
Article 87 After transferring equity in accordance with this law，The company should cancel the invested certificate of the original shareholder in time，issue a certificate of capital contribution to the new shareholder，and correspondingly modify the records of the company's articles of association and the shareholder register of the shareholders and its contribution。This amendment to the company's charter does not need to vote by the shareholders' meeting。
Article 88 of the shareholders' transfer that has subscribed to the equity that has been funded but has not contributed but has not contributed the capital，The obligation to pay the contribution by the assignee; those who have not paid the contribution in full on time，The transferor assumes supplementary liability for the contribution of the transferee on time。
The actual price of not paying contributions to the capital contribution or as a non -monetary property that has not been contributed in accordance with the company's articles of association is significantly lower than that of the shareholders who contributed the amount of contributions.，The transferor and the assignee assume the joint responsibility within the scope of insufficient capital;，Responsible by the transferor。
Article 89 There is one of the following situations，Shareholders who vote against the shareholders' association's resolution can request the company to acquire its equity at a reasonable price:
(1) The company does not allocate profits to shareholders for five consecutive years，and the company's five -year continuous profit，and meet the distribution of profit conditions stipulated in this Law;
(2) The company's merger, separate, and transfer main property;
(3) The expiration of the business period stipulated by the company's articles of association or other dissolution stipulated in the articles of association appears，Shareholders' meetings have modified the constitution to make the company survive。
Within 60 days from the date of the decision of the shareholders' meeting，Shareholders and companies cannot reach the equity acquisition agreement，Shareholders can file a lawsuit with the people's court within 90 days from the date of the decision of the shareholders' meeting。
The company's controlling shareholder abuses shareholders' rights，Seriously harm the interests of the company or other shareholders，Other shareholders have the right to request the company to acquire its equity at a reasonable price。
The company's first paragraph of this article、The equity of the company，It should be transferred or canceled in accordance with the law within six months。
Article 90: After the death of natural person shareholders，Its legal heirs can inherit the qualifications of shareholders; but，The company's articles of association have other regulations, except。
Chapter 5 Establishment and Organization of Co., Ltd.
Section 1
Article 91 Establishing Co., Ltd.，You can take a way to initiate or raise establishment。
Initiating Establishment，refers to the establishment of a company。
Revised and established，refers to part of the shares that should be issued when the initiator subscribed to the establishment of a company，The remaining shares are raised to specific objects or raised to the society to set up a company。
Article 92 Establishing Co., Ltd.，There should be more than two hundred people or less as the sponsor，Among them, more than half of the promoters should have a residence in the People's Republic of China。
Article 93 The initiator of the joint -stock company undertakes the company's preparations。
The initiator shall sign the initiator agreement，Determine the rights and obligations of each of the company's establishment。
Article 94 Establishing Co., Ltd.，It shall jointly formulate the company's articles of association。
Article 95. The constitution of the Co., Ltd. shall be stated in the following items:
(1) The company name and residence;
(2) The company's business scope;
(3) The company's establishment method;
Noodle stocks per share;、Number of shares that have been issued and the number of shares issued at the time of establishment，Noodle stocks per share;
(5) Issuing category stocks，The number of shares and their rights and obligations of each category shares;
(6) The name or name of the sponsor、Number of shares subscribed、Funding method;
(7) The composition, authority and discussion rules of the board of directors;
(8) Methods and changes to the company's legal representative;
(9) The composition, authority and discussion rules of the board of supervisors;
(10) Company profit distribution method;
(11) The dissolution of the company's dissolution and liquidation methods;
(12) The company's notification and announcement method;
(13) Shareholders will believe that other matters that need to be prescribed.
The registered capital of the 96th Co., Ltd. is the total amount of the issued shares registered in the company's registration authority。Before the shares subscribed by the sponsor，Do not raise shares from others。
Law、Administrative Regulations and the State Council decided to have other regulations on the minimum limit on the registered capital of the joint -stock company，From its regulations。
Article 97 The establishment of a joint -stock company to initiate the establishment of the establishment method，The initiator shall recognize the shares that should be issued when the company stipulated by the company's articles of association。
Establish a stock company by raising establishment，The shares subscribed by the sponsor shall not be less than 35 % of the total number of shares when the company's company is established; but，Law、Administrative regulations have other stipulated，From its regulations。
Article 98 The initiator shall pay the full shares in accordance with the shares he subscribed by the company in the company。
Investment of the sponsor，Applicable Article 48 of this Law、Article 49, paragraph 2 of the provisions of the shareholders of shareholders of limited liability companies。
Article 99 The sponsor does not pay shares in accordance with the shares they subscribe to，or the actual price of the non -monetary property contributed by the funding is significantly lower than the subscribed shares，Other sponsor and the initiator assume joint responsibility within the scope of insufficient contribution。
The 10th sponsor to publicize shares to the society，The prospectus should be announced，Make a stock recognition letter。Acknowledgments shall be contained in Article 154, paragraph 2、Matters listed in paragraph 3，Number of shares subscribed by shares for shares、amount、Residence，Signature or stamp。The shares should pay the shares in full according to the shares they subscribed for。
Article 101 After the shares raised to the society, the shares of the shares are fully paid，It should be verified and issued by capital inspection institutions that should be established in accordance with the law。
102nd Co., Ltd. shares shares shall make a register of shareholders and prepare it in the company。Shareholders' roster shall record the following matters:
(1) The name or name and residence of the shareholders;
(2) The types and shares of shares subscribed by each shareholder;
(3) Issuing stocks in the form of paper, the number of stocks;
(4) The date of the shareholders obtained shares.
Article 103 The initiator of the establishment of the establishment of a joint -stock company shall hold a company's establishment meeting within 30 days from the date of payment of the shares of the shares of the shares.。The initiator shall notify the shares of the shares or announced the date of the meeting for 15 days before the establishment conference。The establishment conference shall have more than half of the shares who hold more than half of the voting rights to attend，。
The holding and voting procedures for the establishment of the establishment of the joint -stock company shall be set up by the establishment of the establishment of the company.。
Article 104 The company's establishment conference will exercise the following powers:
(1) Report the initiator's report on the company's preparation;
(2) Through the company's articles of association;
(3) Election directors and supervisors;
(4) Review the company's establishment costs;
(5) The price of non -monetary property contributing to the sponsor's non -monetary property;
(6) Most changes in force majeure or operating conditions directly affect the company's establishment，You can make resolutions that do not set up a company。
The establishment conference made a resolution on the matters listed in the previous paragraph，More than half of the voting rights held by the shares who attended the meeting passed。
Article 105 The shares that should be issued when the company is established is not raised，or the issuance of the shares to the shares，The sponsor did not hold the establishment conference within 30 days，The shares of the shares can be based on the shares they pay and the bank's deposit interest in the same period，Request to the initiator back。
Sponsors、After the shares pay the shares or pay the non -monetary property capital，Except for not raising full shares on schedule、The sponsor did not hold the establishment conference on schedule or the establishment of the conference decided not to set up a company，Do not withdraw its equity。
Article 106 The board of directors shall authorize representatives，Apply for registration to the company's registration authority within 30 days after the establishment of the company's establishment。
Article 107 of this law Article 44、Article 49 (3)、Article 51、Article 52、Regulations of Article 53，Suitable for shares Co., Ltd.。
108 limited liability companies when it is changed to a company limited company，The total amount of revenue shares shall not be higher than the company's net assets。Limited liability company changes to stock Co., Ltd.，In order to increase the issuance of the registered capital to open the shares，It should be handled in accordance with the law。
109th Co., Ltd. shares shall bring the company's articles of association、Shareholders register、The Board of Directors Meeting Resolution、Board meeting record、Records of the Supervisory Board Meeting、Financial Accounting Report、Bond holder register is prepared by the company。
Article 110 of the shareholders have the right to check、Copy the company's charter、Shareholders register、The Board of Directors Meeting Resolution、The Board of Directors Meeting Resolution、The Board of Supervisory Board Meeting Resolution、Financial Accounting Report，Make suggestions or inquiries on the company's operations。
More than 180 consecutive days of separate or total shareholders who hold a total of more than 3 % of the company's shareholders request to check the company's accounting account、Accounting vouchers，Applicable Article 57 of this law、3、Paragraph 4 of paragraph。The company's articles of association have a lower regulation of the shareholding ratio，From its regulations。
Shareholders' request to check、Copy the relevant materials of the company's wholly -owned subsidiaries，Applicable the provisions of the first two models。
Shareholders of listed companies for inspection、Copy related My stake betting appmaterials，It should abide by the laws such as the Securities Law of the People's Republic of China、Regulations on administrative regulations。
Section 2 of the shareholders meeting
Article 131 Shareholders' shareholders will consist of all shareholders。Shareholders' Club is the company's power institution，Exercies of power in accordance with this law。
Article 112 Article 59, paragraph 1、Second paragraph of the regulations on the authority of the shareholders' meeting of limited liability companies，Suitable for the shareholders' meeting of the joint -stock company。
Article 60 of this Law on the regulations of the limited liability company with only one shareholder，Suitable for a company limited by only one shareholder。
Article 133 Shareholders' meeting shall hold an annual meeting every year。One of the following situations，Temporary shareholders' meetings should be held within two months:
(1) The number of directors is insufficient. The number of people stipulated in this law or two -thirds of the number of people set by the company's articles of association;
(2) The company's unsuitable loss reached one -third of the total amount of shares;
(3) When the shareholders' request of more than 10 % of the company's shareholders alone;
(4) The board of directors considers when it is necessary;
(5) When the Supervisory Committee proposes to be held;
(6) Other circumstances stipulated in the articles of association of the company.
Article 114 Shareholders' meeting shall be convened by the board of directors，Chairman of the Chairman; Chairman cannot perform his duties or does not perform his position，hosted by Vice Chairman; Vice Chairman cannot perform his duties or does not perform his position，Started by more than half of the directors, a director presided over a director。
The board of directors cannot fulfill or does not fulfill the responsibilities of the convening of the shareholders' meeting，The Supervisory Committee shall be convened and presided over in a timely manner;，Soloin or more than 90 consecutive days of individual or total shareholders holding more than 10 % of the company's shares can be summoned and host。
Soloin or total shareholders who hold more than 10 % of the company's shareholders request to hold an interim shareholder meeting，Board、The Supervisory Committee shall make a decision to hold an interim shareholders meeting within ten days from the date of receipt of the request，and answer shareholders in writing。
Article 115 Hold a shareholders meeting，Time to hold the meeting、Location and review matters were notified to shareholders at the meeting 20 days ago.。
Soloin or total shareholders who hold a total of more than one percent of the company，You can propose temporary proposals and submit it to the board in writing at the shareholders' meeting.。Temporary proposals should have clear issues and specific resolutions。The board of directors shall notify other shareholders within two days after receiving the proposal，and submit the temporary proposal to the shareholders' meeting for consideration; but the temporary proposal violates the law、Administrative Regulations or Regulations on the Articles of Association，or except for the scope of the authority of the shareholders' meeting。The company shall not increase the proportion of shares of the shareholders of temporary proposals。
Public issuance shares，It shall make a notice specified in the first two specified by the announcement。
Shareholders' meetings shall not make resolutions on matters that are not listed in the notice.
Article 1006 Shareholders attended the shareholders meeting，Every part of the holding of a table has a decision，Category shareholders except。The company's shares held by the company have no voting rights。
Shareholders' meeting made a resolution，More than half of the voting rights held by the shareholders who attended the meeting passed。
Shareholders will make a modification of the company's articles of association、Resolution to increase or reduce registered capital，and the company's merger、separation、Disband or change the company formal resolution，More than two -thirds of the voting rights held by the shareholders who attended the meeting passed。
Director of the Election Director of Shareholders' Association、Supervisor，You can follow the regulations of the company's articles of association or the resolution of the shareholders' meeting，Implement a cumulative voting system。
Cumulative voting system in this law，Refers to the director or supervisor of the shareholders' meeting for，Each owner has the same voting right as the number of directors or supervisors，The voting rights owned by shareholders can be used concentrated。
Article 118: The agent entrusted by the shareholders to attend the shareholders meeting，It should be clearly clarified by the agent agent、permissions and deadlines; agents shall submit to the company to authorize the entrustment of the shareholders，and exercise voting rights within the scope of authorization。
Article 119 The shareholders' meeting shall make the decision to make a meeting record，Host、Directors attending the meeting shall sign the conference record。The meeting record should be preserved with the signature register and agent attended by the shareholders。
Section 3 Board, Manager
Article 120 Co., Ltd.，In addition to Article 128 of this Law, otherwise specified。
Article 67 of this Law、Article 68, paragraph 1、Article 70、Regulations of Article 71，Suitable for shares Co., Ltd.。
Article 221 Co., Ltd. can set up a audit committee composed of directors in the board of directors in accordance with the provisions of the company's articles of association，Exercise the authority of the Supervisory Board specified in this Law，No Supervisor or Supervisor。
Members of the Audit Committee are more than three or more，More than half of the members shall not hold positions other than directors in the company，It must not have any relationship with the company that may affect its independent and objective judgment。Employees of members of the company's board of directors can become members of the Audit Committee。
Audit Committee made a resolution，More than half of the members of the Audit Committee passed。
The voting of the audit committee's resolution should be one by one.
The way of discussion and voting procedures of the audit committee，Except for the specified laws，Standardized by the company's articles of association。
The company can set up other committees in the board of directors in accordance with the regulations of the company's articles of association。
Article 122 The chairman of the board of directors，You can set up Deputy Chairman。Chairman and vice chairman are generated by the board of directors with more than half of all directors。
Chairman convened and hosted the board meeting，Check the implementation of the resolution of the board of directors。Vice Chairman assists the chairman work，Chairman cannot perform his position or does not perform his position，The deputy chairman performs his position; the vice chairman cannot perform his position or does not perform his position，More than half of the directors jointly recommend a director to perform their positions。
Article 123 The board of directors holds at least two meetings a year，Each meeting shall be notified all directors and supervisors in the meeting ten days ago。
It represents shareholders of more than one -tenth of voting rights、More than one -third of directors or supervisors，It can be proposed to convene a temporary board meeting。The chairman should be within ten days after receiving the proposal，Call and host the board meeting。
The board of directors held a temporary meeting，You can order the notification method and notification time limit of the board of directors。
Article 124 The board meetings of the board of directors shall be held at the party to be held。The board of directors made a resolution，It should be passed through more than half of all directors through。
The voting of the board of directors should be one vote for one person.
The board of directors shall make a meeting record of the decisions of the discussion，Directors attending the meeting shall sign the conference record。
Article 125 of the board meeting，It should be attended by the director himself; the director cannot attend for some reason，You can entrust other directors to attend in writing，The attorney should be stated that the scope of authorization。
Directors shall assume responsibility for the decision of the board of directors。The resolution of the board of directors violated the law、Administrative Regulations or Company Articles of Association、Shareholders' meeting resolution，What causes serious losses to the company，Directors participating in the resolution liabilize the company; it has been proven that the objection was stated and recorded in the conference records，This director can be exempted from responsibility。
Article 126:，The board of directors decided to appoint or dismiss。
The manager is responsible for the board of directors，According to the regulations of the company's articles of association or the authorization of the board of directors。Manager attended the board meeting。
Article 127 The company's board of directors may decide by the board of directors and the manager of the board of directors。
Article 128 shares with a smaller scale or a small number of shareholders，You can set up a board of directors，Set a director，Exercise the power of the board of directors stipulated in this Law。The director can also be the company manager。
Article 129 shall regularly disclose directors to shareholders、Supervisor、Senior managers' rewards from the company。
Section 4 Supervisory Board
Article 130 Co., Ltd.，Article 121 of this Law、Article 133 Except for other regulations。
Member of the Supervisory Board is more than three。Members of the Supervisory Board shall include shareholders representatives and appropriate proportion of company employee representatives，Among them, the proportion of employee representatives must not be less than one -third of，The specific proportion is stipulated by the company's articles of association。The employee representatives in the Supervisory Board are by the company's employees through the staff congress、Employee Conference or other forms of democratic elections。
One chairman of the board of supervisors，You can set up vice chairman。Chairman and vice chairman of the Supervisory Board are elected by all the prisoners。Chairman of the Supervisory Committee convened and presided over the meeting of the Supervisory Board; the chairman of the Supervisory Board could not perform his position or not perform his position，Call and host the meeting of the Supervisory Board by the Vice Chairman of the Board of Commission;，Moved to a meeting of the Supervisors of the Supervisory Board by more than half of the supervisors。
Directors and senior managers shall not serve as supervisors.
Article 77 of this Law on the term of office of limited liability companies，Suitable for the supervisor of the joint -stock company。
Article 131 The provisions of Article 78 to 80 of this Law，Suitable for the Supervisory Board of the Co., Ltd.。
The costs necessary for exercising their powers to exercise their powers shall be borne by the company.
Article 132 of the Supervisory Board held at least once every six months。Supervisors can propose to convene a temporary supervisory committee meeting。
The way of negotiations and voting procedures of the board of supervisors，Except for the specified laws，Standardized by the company's articles of association。
The resolution of the Supervisory Board shall be passed by more than half of all supervisors.
The voting of the resolutions of the Supervisory Board should be one by one.
The Supervisory Committee shall make the decision to make a conference record，Supervisors attending the meeting shall sign the conference record。
Article 133 Shares with a small size or less shareholders，You can set up no supervisors，Set a supervisor，Exercise the authority of the Supervisory Board specified in this Law。
Section 5 Special Regulations of Organizations of Listed Companies
Article 134 The listed company referred to this Law，Refers to its stock Co., Ltd.。
Article 135 Listed companies buy it within one year、Selling major assets or providing guarantees to others exceeds 30 % of the company's total assets，It shall make a resolution shall be made by the shareholders' meeting，More than two -thirds of the voting rights held by the shareholders attending the meeting passed。
Article 136 Listed companies have independent directors，Specific management measures shall be stipulated by the State Council's securities supervision and management agency。
The company's articles of association of the listed company except the matters stipulated in Article 95 of the Law，It should also be in accordance with the law、The provisions of administrative regulations stated that the composition of the board of directors of the board of directors、Power and Directors、Supervisor、Matters of remuneration assessment mechanism of senior management personnel。
Article 137: Listed companies set up the audit committee in the board of directors，The board of directors shall make a resolution on the following matters.
(1) hire、Disdo the accounting firm of the audit business of the company;
(2) Appointment and dismissal financial person in charge;
(3) Discover the financial accounting report;
(4) Other matters stipulated by the State Council's securities supervision and management agency。
Article 138 of the listed company set up a board secretary，Responsible for the preparation of the company's shareholders' meeting and board meeting、File storage and management of company shareholders' information，Apply for information disclosure transactions。
Article 139 Enterprises or individuals involved in the decisions of the board of directors of the listed company have a connected relationship.，The director shall report to the board of directors in time。Directors related to the relationship must not exercise voting rights on this resolution，It is not allowed to act as other directors to exercise voting rights。The board of directors can be held by the board of directors from more than half of the unrelated directors，The resolution made by the board meeting must be passed by more than half of the directors who have no connection.。The number of directors who attended the board meeting of less than three people，It should be submitted to the shareholders meeting of the listed company for review。
Article 140 Listed companies shall disclose shareholders in accordance with the law、Information of actual controllers，Related information should be true、Accurate、Full。
Forbidden violation of laws、The provisions of administrative regulations hold on behalf of listed companies stocks。
Article 141: The holding subsidiary of a listed company shall not obtain the shares of the listed company。
Listed Company Holding subsidiaries merged due to the company、Exercise of pledge rights and other reasons holding the shares of listed companies，Do not exercise the right to vote for the shares，should be punished in time to punish related listed companies shares。
Chapter VI Co., Ltd.'s share issuance and transfer
Part 1 shares issuance
Article 142 The capital of the company is divided into shares。All shares of the company，According to the provisions of the company's articles of association, choose a face stock or non -facial stock。Using face stock，Each amount is equal。
The company can convert all the issued noodle stocks into non -facialable stocks in accordance with the regulations of the company's articles of association or convert all faceless stocks to noodle stocks。
Using faceless stocks，More than one -half of the shares obtained by the issuance shares should be included in the registered capital。
Issuance of the shares of 143 shares，Implement fairness、The principle of fairness，Each part of the same kind should have the same rights。
The same category shares issued by the same time，The issuance conditions and prices of each share should be the same; the shares subscribed by the subscriber，The same price should be paid per share。
Article 144 The company may issue the following category stocks different from ordinary shares in accordance with the regulations of the company's articles of association:
(1) Priority or shares that distribute profits or remaining property after priority or poor;
(2) There are more voting rights than or less than ordinary shares;
(3) Transfer must be transferred restricted shares such as the company's consent;
(4) Other category stocks stipulated by the State Council.
Public issuance companies shall not issue the second item of the previous paragraph、Category stocks specified in the third paragraph; except for the issuance before the public offering。
Company issued the category stocks specified in the second paragraph of this article，Election and replacement of members of the supervisor or members of the audit committee，Category stocks are the same as the voting rights of each share of ordinary shares。
Article 145 of the issuance of category stocks，The following matters should be stated in the company's articles of association:
(1) Category stocks allocate profits or the order of remaining property;
(2) The voting rights of category stocks;
(3) The transfer limit of category stocks;
(4) Measures for protecting the rights and interests of small and medium shareholders;
(5) Shareholders will think other matters that need to be prescribed.
Article 146 Company of Issuance Category Stocks，There are matters stipulated in Article 116, paragraph 3 of this law, etc.，Except for the resolution of the shareholders' meeting in accordance with the provisions of Article 116, in accordance with the provisions of Article 116，It should also be more than two -thirds of the voting rights held by the shareholders meeting of the shareholders meeting of the category.。
The company's articles of association can stipulate other matters that need to be resolved by the shareholders' meeting of the shareholders of the category。
Article 147 The company's shares adopt the form of stock。Stocks are vouchers for the shares of the shareholders issued by the company。
The stock issued by the company shall be a recorded stock.
The issuance price of the top 148 shares of the stock may be based on the ticket amount，can also exceed the amount of ticket，But not below the ticket amount。
Article 149 Stocks adopt other forms stipulated by the State Council's securities supervision and management agency。
Stocks use paper forms，The following main matters should be provided:
(1) Company name;
(2) The company's establishment date or the time of stock issuance;
(3) stock type、Ticket surface amount and the number of shares of the representative，Issuing the non -faces of stocks，Number of shares of stock representatives。
Stocks use paper forms，It should also contain the number of the stock，Signed by the legal representative，Company stamp。
The sponsors' stocks use paper forms，It should be indicated that the sponsor's stock words。
After the establishment of 150 shares，officially delivered the stock to shareholders。The company must not deliver to the shareholders before the company was established。
Article 151 The company issues new shares，Shareholders' meeting shall make a resolution on the following matters:
(1) Types and amounts of new shares;
(2) The issue price of new shares;
(3) The start and end date of the issuance of new shares;
(4) The types and amounts of new shares issued to the original shareholders;
(5) Issuing the faceless stock，The amount of the shares issued by the new shares is included in the amount of registered capital。
Company issued new shares，You can follow the company's operating conditions and financial status，Determine its price plan。
Article 152 The company's articles of association or shareholders' meeting may authorize the board of directors to decide that the issuance of not exceeding 50 % of the shares of the issuance will be issued within three years。But if the price of non -monetary property shall be invested by the shareholders' meeting resolution。
The board of directors decided to issue shares in accordance with the provisions of the previous paragraph that caused the company's registered capital、The number of issued shares changes，The amendment to the company's articles of association does not need to be voted by the shareholders' meeting。
Article 153 The company's articles of association or the shareholders' association authorize the board of directors to decide to issue new shares，The decision of the board of directors shall be passed by more than two -thirds of the directors of the directors。
Article 154 The company raises shares publicly to the society，It should be registered by the State Council's securities supervision and management agency，Announcement prospectus。
The prospectus should be attached with the company's articles of association，The following matters are provided:
(1) The total number of shares issued;
(2) The amount of the tickets and issuance price of the noodle stock or the issue price of the issue price or the non -facial stock;
(3) The purpose of raising funds;
(4) The rights and obligations of the shares of the shares;
(5) The types of shares and their rights and obligations;
(6) The start and end date of this stock fundraising and the explanation of the shares of the shares of the shares of the shares when they are overdue。
The company issued shares when the company was established，It should also be stated that the number of shares subscribed by the sponsor。
Article 155 The company raises shares publicly to the society，The securities company shall be underwritten by the securities company in accordance with the law，Sign the underwriting agreement。
Article 156 The company raises shares publicly to the society，It should be signed with the bank with a shareholding agreement。
Banks that collect shares shall collect and save stocks in accordance with the agreement，The receipt document is issued to the shares who pay the shares，and negatively have the obligation to issue a certificate of receipt to the relevant departments。
After the company's issuance of shares to raise full shares, it should be announced.
Section 2 Shares Transfer
The shares held by shareholders at the shareholders of the shareholders of the joint -stock company can be transferred to other shareholders，can also be transferred to people other than shareholders; the company's articles of association have restrictions on shares transfer，Its transfer is performed in accordance with the regulations of the company's articles of association。
Article 158 Shareholders transfer their shares，It should be carried out in the securities trading venue established in accordance with the law or in accordance with other methods stipulated by the State Council。
Transfer of Article 159 Stocks，by the shareholder's endorsement or law、Other methods stipulated in administrative regulations; after the transfer, the company will record the names or names and residences of the assignee on the shareholder register。
Within 20 days before the shareholders' meeting, or the company's decision to allocate a dividend, the benchmark is within five days a few days ago，Do not change the stake sports betting appregister of shareholders。Law、Administrative Regulations or Securities Supervision and Administration Institutions of the State Council has another provision for changes in the shareholders of listed companies，From its regulations。
Article 160 shares issued by the company's public offering of the shares，It shall not be transferred within one year from the date of listing and trading of the company's stock。Law、Administrative Regulations or Securities Supervision and Administration of the State Council to shareholders of listed companies、The actual controller transfers the company's shares that the company holds the other regulations，From its regulations。
Company Director、Supervisor、Senior managers shall declare to the company's shares and their changes，The shares transferred each year during the term of office during office shall not exceed the total number of shares it holds the company's share;。Within half a year after leaving the above personnel，Do not transfer its shares it holds。The company's articles of association can be for the company's director、Supervisor、Senior managers transfer their shares they hold to make other restrictions。
Shares in the law、The restrictions stipulated by the administrative regulations，The pledgee shall not exercise the privilege within the limit of the transfer period。
Article 161 with one of the following situations，Shareholders who vote against the shareholders' association's resolution can request the company to acquire its shares at a reasonable price，In addition to the company that publicly issues shares:
(1) The company does not allocate profits to shareholders for five consecutive years，and the company's five -year continuous profit，and meet the distribution of profit conditions stipulated in this Law;
(2) The company transfers the main property;
(3) The expiration of the business period stipulated by the company's articles of association or other dissolution stipulated in the articles of association appears，Shareholders' meetings have modified the constitution to make the company survive。
Within 60 days from the date of the decision of the shareholders' meeting，Shareholders and companies cannot reach a share acquisition agreement，Shareholders can file a lawsuit with the people's court within 90 days from the date of the decision of the shareholders' meeting。
The company's shares acquired by the company due to the situation stipulated in the first paragraph of this article，It should be transferred or canceled in accordance with the law within six months。
Article 162 The company shall not acquire the company's shares。But，Except one of the following situations:
(1) Reduce the company's registered capital;
(2) merged with other companies holding the company's shares;
(3) Use shares for employee holding plans or equity incentives;
(4) The merger of the company made by the shareholders due to the company's meeting、Division of resolutions to hold objections，Ask the company to acquire its shares;
(5) The shares are used to convert the company's issuance of corporate bonds that can be converted into stocks;
(6) Listed companies are necessary for maintaining the value of the company and the equity of shareholders。
The company's first paragraph of the previous paragraph、The situation stipulated in the second item acquisition of the company's shares，It should be resolved by the shareholders' meeting; the company is due to the third item of the previous paragraph、Tempatic、Situation specified in the sixth paragraph of item acquisition of the company's shares，You can follow the company's articles of association or the authorization of the shareholders' meeting，The board meeting resolution attended by more than two -thirds of the directors of directors。
After the company acquires the company's shares in accordance with the first paragraph of this article，belonging to the first situation，It should be canceled within ten days from the date of acquisition; it belongs to the second item、The fourth situation，It should be transferred or canceled within six months; it belongs to the third item、Tempatic、Sixth Situation，The total number of shares held by the company shall not exceed 10 % of the total number of shares issued by the company，and should be transferred or canceled within three years。
Listed companies acquire the company's shares，It shall fulfill the information disclosure obligation in accordance with the provisions of the Securities Law of the People's Republic of China。Listed Company because of the third paragraph of this article、Tempatic、Situation specified in the sixth paragraph of item acquisition of the company's shares，It should be carried out through the open concentrated transaction method。
The company must not accept the company's shares as the target of the pledge.
Article 163 The company shall not provide gifts for the shares of the company or its parent company for others、Borrowing、Guarantee and other financial fund，Except for the company's implementation of employee shareholding plans。
For the interests of the company，Policy of the shareholders' meeting，or the board made a resolution in accordance with the company's articles of association or the authorization of the shareholders' meeting，The company can provide financial funding for the shares of the company or its parent company for others，But the total amount of financial funding must not exceed 10 % of the total issued share capital。or the board made a resolution in accordance with the company's articles of association or the authorization of the shareholders' meeting。
Violation of the first two provisions，The loss to the company，Responsible directors、Supervisor、Senior management personnel shall bear the liability for compensation。
Article 164 of the stock is stolen、Lost or lost，Shareholders may be in accordance with the public notice procedures stipulated in the Civil Procedure Law of the People's Republic of China，Request the people's court to declare the stock failure。The People's Court announced that the stock will fail，Shareholders can apply to the company to make up the stock。
Article 165 of the stock of listed companies，According to relevant laws、Administrative Regulations and Stock Exchange Trading Rules Listing Trading。
Article 166 Listed companies shall be in accordance with the law、Disclosure of relevant information for administrative regulations。
Article 167 After the death of natural person shareholders，Its legal heirs can inherit the qualifications of shareholders; but，The articles of association restricted by shares transfer are otherwise stipulated。
Chapter 7 Special Regulations of the Organization of State Corporations
Article 168 Organizations of a state funding company，Applicable to this chapter regulations; this chapter does not specify，Applicable other provisions of this Law。
The state -funded company referred to this law，refers to a state -owned wholly -owned company funded by the state、State -owned Capital Holdings Company，Including a limited liability company funded by the state、Co., Ltd.。
Article 169 State capital fund，The State Council or the local people's government respectively perform the duties of investors in accordance with the law，Enjoy the rights and interests of the investor。The State Council or the local people's government may authorize state -owned asset supervision and management agencies or other departments、The My stake betting appinstitutional represents the people's government at the same level to perform the duties of the state capital to fulfill the investor。
Agency on behalf of the people's government at the same level to fulfill the duties of the investor、Department，The following is collectively referred to as an institution that fulfills the duties of the investor。
Article 170 Organization of the Communist Party of China China Corporation，Practitioning the leadership role in accordance with the regulations of the Communist Party of China，Research Discussion Company's major business management items，The organizational organization supports the company to exercise its powers in accordance with the law。
Article 171 The constitution of a wholly -owned state -owned company shall be formulated by the institution that fulfills the responsibilities of the investor。
Article 172: State -owned enterprises without shareholders' meeting，Exercise the shareholders' meeting with the institution that fulfills the duties of the investor。Organizations that fulfill the duties of the investor can authorize the company's board of directors to exercise part of the authority of the shareholders' meeting，But the formulation and modification of the company's charter，Company's merger、separation、Disding、Apply for bankruptcy，Increase or reduce registered capital，Distribution profit，It should be determined by the institution that fulfills the duties of the investor。
Article 173 The board of directors of a wholly -owned state -owned company exercises its powers in accordance with the provisions of this Law。
Members of the board of directors wholly state -owned companies，More than half of it should be external directors，And there should be company employee representatives。
Members of the board of directors are appointed by the institution that performs the duties of the investor; but，Employee representatives among the members of the board of directors are elected by the company's employee representative meeting。
One chairman of the board of directors，You can set up Deputy Chairman。Chairman、Vice Chairman is specified by the members of the investor's duties from the members of the directors。
Article 174 The manager of a wholly state -owned company shall be hired or dismissed by the board of directors。
Agreement of the institution that performs the duties of the investor，Members of the board of directors can be concurrently the manager。
Directors of a wholly -owned state -owned company、Senior managers，Organization of the responsibilities of the investor's duties agree，Do not at other limited liability companies、Co., Ltd. or other economic organizations part -time。
Article 176 State -owned wholly state -owned companies set up the authority of the board of supervisors of the board of supervisors of the board of supervisors of the board of supervisors in the board of directors，No Supervisor or Supervisor。
Article 177 State funding companies shall establish and improve internal supervision and management and risk control systems in accordance with the law，Strengthen internal compliance management。
Chapter 8 Company Director、Supervisor、The qualifications and obligations of senior management personnel
Article 178 There is one of the following situations，Directors of the company are not allowed to be the company、Supervisor、Senior managers:
(1) No civil behavior or restriction of civil behavior;
(2) Due to corruption、Bringing、Edge property、Improve property or destroy the socialist market economy order，Sentened punishment，Or is deprived of political rights due to crime，The execution period has not been more than five years after the execution period，The probation of probation，It has not been more than two years since the expiration of probation test period;
(3) Companies serving as bankruptcy liquidation、Director or factory director of the enterprise、Manager，For the company、The company's bankruptcy has a personal responsibility，Since the company、It has not been more than three years since the date of the bankruptcy and liquidation of the corporate bankruptcy;
(4) Being a business license for being revoked due to illegal law、Order the closure company、The legal representative of the enterprise，And with personal responsibility，Since the company、Enterprise is revoked business license、The date of ordering the closure for less than three years;
(5) Individuals are listed as dishonesty by the people's court for their negative debt due to large negatives。
Violation of the provisions of the previous paragraph、Commissioning directors、Supervisor or hire senior managers，This election、Commission or employment invalid。
Director、Supervisor、Senior managers have appeared in the situation listed in the first paragraph of this article during their tenure，The company should lift its position。
Article 179 Directors、Supervisor、Senior managers should abide by the law、Administrative Regulations and Company Articles of Association。
Directors of Article 180、Supervisor、Senior managers have a loyal obligation to the company，It shall take measures to avoid their own interests with conflict with the company's interests，Do not use power to obtain unfair interests。
Director、Supervisor、Senior managers have a diligence obligation to the company，Executes should be the company's maximum interest to the usual interests that the manager usually should have。
Company's controlling shareholder、The actual controller does not serve as a company's director but actual execution of the company's affairs，Applicable the first two requirements。
Article 181 Directors、Supervisor、Senior managers must not have the following behaviors:
(1) Edge the company's property and misappropriate the company's funds;
(2) Storage of the company's funds in its personal or other personal names;
(3) Use power to bribe or receive other illegal income;
(4) The commission that accepts the transactions of others and the company is attributed to its own;
(5) Discover the company's secret without authorization;
(6) Other acts that violate the company's loyalty obligations.
Article 182 Directors、Supervisor、Senior managers，Directly or indirectly to establish a contract with the company or conduct transactions，It should be reported to the board of directors or shareholders' associations for the establishment of a contract or a transaction related matters，and passed the decision of the board of directors or the shareholders' meeting in accordance with the provisions of the company's articles of association。
Director、Supervisor、A close relatives of senior managers，Director、Supervisor、Senior managers or companies that are directly or indirectly controlled by their close relatives，and Director、Supervisor、Senior managers have other related relationships with related relationships，A contract or transaction with the company，Applicable Preliminary Perspective。
Article 183 Directors、Supervisor、Senior managers，Do not use job convenience to seek business opportunities for yourself or others。But，Except one of the following situations:
(1) Report to the board of directors or shareholders' meeting，and passed the decision by the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association;
(2) According to the law、Administrative Regulations or Regulations on the Articles of Association，The company cannot use this business opportunity。
Article 184 Directors、Supervisor、Senior managers have not reported to the board of directors or shareholders' meeting，and passed the decision of the board of directors or the shareholders' meeting in accordance with the provisions of the company's articles of association，Do not operate self -employed or operate the same business as other companies。
Article 185 of the Board of Directors' decisions on the matters stipulated in Article 182 to 184 of this law，Related directors must not participate in voting，Its voting right does not count the total number of voting rights。The number of directors who attended the board meeting of less than three people，It should be submitted to the shareholders' meeting for review。
Directors of Article 186、Supervisor、Senior managers violate the income obtained by Article 181 to 184 of this Law.。
187 Shareholders' meeting requires directors、Supervisor、Senior managers attend the meeting，Director、Supervisor、Senior managers shall attend and accept the inquiry from shareholders。
Directors of Article 188、Supervisor、Senior managers execute their duties illegal law、Administrative Regulations or Regulations on the Articles of Association，The loss to the company，Should be liable for compensation。
Directors of Article 189、Senior managers have the situation specified in the previous article，Shareholders of limited liability companies、Shares Co., Ltd. for more than 180 consecutive days of separate or total shareholders who hold a total of more than one percent of the company，You can ask the supervisor in writing to file a lawsuit with the people's court;，The aforementioned shareholders can ask the board of directors to file a lawsuit with the people's court。
The board of supervisors or the board of directors refused to file a lawsuit after receiving a written request required by the shareholders stipulated in the previous paragraph，Or did not file a lawsuit within 30 days from the date of receipt of the request，or the situation is urgent、Not immediately filed a lawsuit will cause the company's interests to be difficult to make up for，The shareholders stipulated in the preceding paragraph have the right to directly file a lawsuit to the people's court for their own interests。
Others infringe on the legitimate rights and interests of the company，The loss to the company，The shareholders stipulated in the first paragraph of this Article can file a lawsuit to the people's court in accordance with the provisions of the first two。
Director of the company's wholly -owned subsidiary、Supervisor、Senior management personnel have the previous stipulated situation，or others violate the company's wholly -owned subsidiary's legitimate rights and interests caused by losses，Shareholders of limited liability companies、Shares Co., Ltd. for more than 180 consecutive days of separate or total shareholders who hold a total of more than one percent of the company，You can request the supervisor of the wholly -owned subsidiary in writing in accordance with the provisions of the first three paragraphs、The board of directors filed a lawsuit with the people's court or filed a lawsuit directly to the people's court in its own name。
Directors of Article 190、Senior managers violate the law、Administrative Regulations or Regulations on the Articles of Association，Damage to the interests of shareholders，Shareholders can file a lawsuit with the people's court。
Senior managers execute positions、Senior managers execute positions，The damage to others，The company shall bear the liability for compensation; Director、Senior managers have intentional or major negligence，It should also be liable for compensation。
Article 192 The controlling shareholder of a company、Actual controller instructions Director、Senior managers who are engaged in the interests of the company or shareholders，and the director、Senior managers assume joint responsibility。
Article 193 The company may insure liability insurance for compensation for the company's duties during the office of the director。
The company insure liability insurance for directors or renewal，The board of directors shall report the insurance amount of liability insurance to the shareholders' meeting、Insured scope and insurance rates。
Chapter 9 Company Bond
Article 194 Corporate Bonds in this Law，refers to the agreed securities of repayment of principal and interest on schedule issued by the company。
Corporate bonds can be issued publicly or non -public issuance.
The issuance and transactions of corporate bonds shall comply with the laws such as the "Securities Law of the People's Republic of China" and other laws、Regulations on administrative regulations。
Article 195 Public issuance corporate bonds，It should be registered by the State Council's securities supervision and management agency，Announcement of the Methods of Metropolitan Bonds。
Company bond raising measures shall be stated in the following main matters:
(1) Company name;
(2) The use of funds raised by bonds;
(3) The total amount of bonds and the amount of bonds;
(4) The way to determine the interest rate of bonds;
(5) The period and method of repaying the principal and interest;
(6) Bond guarantee status;
(7) The issue price and start and end date of the issuance of bonds;
(8) The company's net assets;
(9) The total amount of corporate bonds that have not been issued;
(10) Rading agency of corporate bonds.
Article 196 The company issues corporate bonds，Should be loaded on the bond to stimulate the company name、Bond ticket amount、Interest rate、Repair period and other matters，signed by the legal representative，Company stamp。
Article 197 Corporate bonds shall be named bonds.
Article 198 The company's issuance of corporate bonds shall prepare a roster for company bond holders。
Issuing corporate bonds，The following matters should be contained on the roster of corporate bond holders:
(1) The name or name and residence of the holder of the bond;
(2) Bond holders' date and number of bonds and bonds;
(3) Total bonds，Bond's ticket amount、Interest rate、The period and method of repaying interest payment;
(4) The issue date of bonds.
Article 199 The registration and settlement agency of corporate bonds shall establish bond registration、Storage Tube、Payment、Payment and other related systems。
200 corporate bonds can be transferred，The transfer price is agreed by the transferor and the assignee。
The transfer of corporate bonds should comply with the law、Regulations on administrative regulations。
Article 201 Corporate bonds are endorsed by bond holders or laws、Other ways stipulated in administrative regulations; after the transfer, the company will record the name or name of the assignee and the residence in the company's bond holder。
202nd Co., Ltd.，or the company's charter、Shareholders' association authorized by the board of directors，It can issue corporate bonds that can be converted into stocks，and specify the specific conversion method。Listed companies issue corporate bonds that can be converted into stocks，It should be registered by the State Council's securities supervision and management agency。
Issuance of corporate bonds that can be converted into stocks，It should be indicated on the bonds to indicate the word convertible corporate bond，And the register of the corporate bond holder, which shows the amount of convertible corporate bonds。
Article 203 issued a corporate bond that can be converted into stocks，The company shall exchange stocks to bond holders in accordance with its conversion method，But the bond holder has the right to choose to convert stocks or does not convert stocks。Law、Except for the other regulations of administrative regulations。
Article 204 Publicly issue corporate bonds，It should set up a bond holder meeting for bond holders for the same period，and the convening procedure of the bond holder meeting in the bond raising method、Meeting rules and other important matters to make regulations。Bond holder meeting can make a resolution on matters that have a interest with bond holders。
Except for corporate bond fundraising methods, there are other agrees，Bond holders' meeting resolutions have effective on all bond holders during the same period。
Article 205 Publicly issue corporate bonds，The issuer shall hire bond entrustment administrators for bond holders，It is forced to pay for the bond holder、Debt preservation、Litigation related to bonds, as well as issues of participating debtor's bankruptcy procedures。
Twenty -six bond trusted managers shall diligence，Performance of Performance of Trust Management，Do not harm the interests of bond holders。
Trusted managers and bond holders have conflicts of interest.，Bond holders meeting can decide to change the bond trustee。
Bond trustee managers violate the law、Administrative regulations or bond holders meeting resolution，Damage to the interests of bond holders，Should be liable for compensation。
Chapter 10 Company Finance, Accounting
Article 207 shall be in accordance with the law、Administrative Regulations and the State Council's Financial Department Establish the company's finances、Accounting System。
Article 208 The company shall prepare a financial accounting report at the end of each accounting year，and audited by the accounting firm in accordance with the law。
Financial Accounting Report shall be in accordance with the law、Administrative regulations and regulations of the financial department of the State Council。
2009 Limited Liability Company shall send the financial accounting report to all shareholders。
The financial accounting report of the joint -stock company shall be prepared at the company's company 20 days before the holding of the annual meeting of the shareholders' meeting，For shareholders to check; joint -stock shares that public offer shares shall announce their financial accounting report。
Article 210: When the company allocates after -tax profits of the year，Ten percent of the profit should be extracted into the company's legal provident fund。Company's legal provident fund cumulative amount of more than 50 % of the company's registered capital，You can stop extraction。
The company’s legal provident fund is not enough to make up for the loss of previous year，Before the statutory provident fund is extracted in accordance with the provisions of the previous paragraph，It should make up for the loss with the profit of the year。
After the company withdraws from the legal provident fund from the profit after tax，Policy of the shareholders' meeting，You can also withdraw any provident fund from after -tax profits。
The company's after -tax profits after the company to make up for the loss and withdraw the provident fund，Limited liability companies allocate profits in accordance with the proportion of capital contribution by shareholders，Except that the entire shareholders do not allocate profits according to the investment ratio; the shares will allocate profits according to the proportion of shares held by shareholders，The company's articles of association have other regulations, except。
The company's shares held by the company must not allocate profits.
Article 211 The company's violation of the provisions of this Law to allocate profits to shareholders，Shareholders should refund the profit that violates the regulations;，Shareholders and responsible directors、Supervisor、Senior management personnel shall bear the liability for compensation。
Article 212 Shareholders' decisions of allocating profits，The board of directors shall be allocated within six months from the date of the shareholders' meeting resolution。
Article 213 The issue price obtained by the issuing price of the company with a amount of the shares exceeds the amount of the stock ticket、The amount of shares obtained by the issuance of non -amount shares is not included in the amount of registered capital and other projects stipulated in the financial department of the State Council，It should be listed as the company's capital provident fund。
Article 214 The company's provident fund is used to make up for the company's loss、Expand the company's production and operation or turn to increase the company's registered capital。
Provident fund to make up for the company's loss，It should first use any provident fund and legal provident fund;，Capital provident fund can be used in accordance with regulations。
When the statutory provident fund is converted to increase registered capital，This provident fund remained must not be less than 25 % of the registered capital registered capital before the increase of the company。
Article 215 Company hires、Frequent accounting firms that hire the audit business of the company，According to the regulations of the company's articles of association，from the shareholders meeting、Board or Supervisory Board decision。
Company shareholders meeting、When the board of directors or the board of supervisors perform voting for the dismissal of accounting firms，It should be allowed to state opinions。
Article 216 The company shall provide the real account of the hired accounting firm、Complete accounting voucher、Accounting Book、Financial Accounting Report and other accounting materials，Do not refuse、Hidden、Lying Bao。
Article 217 Except outside the legal accounting book，Do not establish another accounting book。
For the company's funds，It must not be stored in an account in any personal name。
Chapter 11 Company Merge, separate, increase capital, and reduce capital
Article 218 The merger of a company may adopt an absorption or new merger。
A company absorbs other companies to absorb mergers，The absorbed company dissolution。Two or more companies merge to set up a new company to set up a new merger，merged all parties to dissolve。
Article 219 The company merges with a company with more than 90 % of its shares，A merged company does not need to be resolved by the shareholders' meeting，But should be notified of other shareholders，Other shareholders have the right to request the company to acquire its equity or shares at a reasonable price。
The price paid by the company does not exceed 10 % of the company's net assets，It can be resolved without the shareholders' meeting; but，The company's articles of association have other regulations, except。
The company merged the resolution of the shareholders' meeting in accordance with the previous two provisions，It should be resolved by the board of directors。
Article 220 company merger，It should be signed by the merged parties to sign a merger agreement，and prepare the balance sheet and the list of property。The company shall notify the creditors，In the newspaper within 30 days, or the national corporate credit information publicity system announcement。Creditors within 30 days from the date of receiving notice，Within 45 days from the date of announcement of the notice，It can be required to claim debts or provide corresponding guarantees。
Article 221 When the company is merged，Credit rights of merged parties、Debt，It should be inherited by the company or the newly established company after the merger.。
Twenty -22 company separation，The corresponding division of its property。
Company separation，The balance sheet and property list should be prepated。The company shall notify the creditors within ten days from the date of making a separate resolution，In the newspaper within 30 days, or the national corporate credit information publicity system announcement。
Article 223 The debt of the company before the separation of the company shall bear the liability of the company after the separate company。But，The written agreement reached with the creditor's debt settlement before the separation of the company has an agreed in the written agreement。
Article 224 Company Reduce registered capital，The balance sheet and property list should be prepated。
The company shall notify the creditors from the date of the shareholders' meeting to reduce the registered capital resolution，In the newspaper within 30 days, or the national corporate credit information publicity system announcement。Creditors within 30 days from the date of receiving notice，Within 45 days from the date of announcement of the notice，I have the right to request the company to settle debts or provide corresponding guarantees。
Company reduces registered capital，The amount of contribution or shares should be reduced accordingly according to the proportion of shareholders' funding or holding shares，The law has other provisions、The shareholders of the limited liability company have an agreement or the regulations of the joint -stock company, except for。
Article 225 shall make up for losses in accordance with the provisions of Article 214, paragraph 24 of this law，There is still a loss，can reduce registered capital to make up for losses。Reduce registered capital to make up for losses，The company must not allocate to shareholders，It is not allowed to avoid the obligation of shareholders' payment or shares。
Reduce registered capital in accordance with the provisions of the previous paragraph，Not applicable to the provisions of the second paragraph of the previous paragraph，However。
After the company reduces the registered capital in accordance with the provisions of the previous two models，In the statutory provident fund and any provident fund cumulative amount reached 50 % of the company's registered capital，Do not allocate profits。
Article 226 违 违 违 违 reduced registered capital，Shareholders should refund the funds it received，The original state of reducing shareholders' funding should be restored;，Shareholders and responsible directors、Supervisor、Senior management personnel shall bear the liability for compensation。
Twenty -27 limited liability companies add registered capital，Shareholders have the right to subscribe to contribute to the actual capital contribution ratio under the same conditions。But，All shareholders do not give priority to the contribution of contributions in accordance with the contribution ratio。
When the stock limited company issued new shares to the issue of registered capital，Shareholders do not enjoy priority subscription rights，The company's articles of association also stipulate or decide the decision of the shareholders' meeting to determine the shareholders to enjoy the right to subscribe for priority。
228 Limited Liability Company adding registered capital，Shareholders subscribe to the capital contribution of new capital，Establish the relevant provisions of the relevant provisions of the funding contributing to the company in accordance with this law。
When the stock limited company issued new shares to the issue of registered capital，Shareholders subscribe to new shares，Implement the relevant provisions of the establishment of shares paying shares in accordance with this law。
Chapter 12 The Company Disaptive and Clear
Article 299 The company is dissolved for the following reasons:
(1) The expiration of the business period stipulated by the company's articles of association or other dissolution stipulated by the company's articles of association appears;
(2) The resolution of the shareholders' meeting is dissolved;
(3) It needs to be dissolved due to the merger or separation of the company;
(4) The business license is revoked in accordance with the law、Order to close or be revoked;
(5) The People's Court will dissolve in accordance with the provisions of Article 231 of the Law。
The dissolution of the company appeared in the previous paragraph，It should be publicized by the disbanding matter through the national enterprise credit information publicity system within ten days。
Article 230 The company has the first paragraph of the first paragraph of the previous paragraph、Second situation，And has not yet allocated property to shareholders，You can survive through modifying the company's articles of association or the resolution of the shareholders' meeting。
Modify the company's articles of association in accordance with the provisions of the previous paragraph or resolve by the shareholders' meeting，Limited liability companies must pass the shareholders who hold more than two -thirds of voting rights through，Co., Ltd. must pass more than two -thirds of the voting rights held by the shareholders meeting of the shareholders meeting.。
231 Company's business management serious difficulties，Continuing existence will cause major losses to shareholders' interests，It cannot be solved through other channels，Shareholders who hold more than 10 % of the company's voting rights，You can ask the people's court to dissolve the company。
Article 232: Article 29, Paragraph 1, Paragraph 1、Item 2、fourth item、The fifth provisions of item are dissolved，should be liquidated。Directors for the company's liquidation obligor，It should form a liquidation group for setting up within 15 days from the date of the disorder.。
The liquidation group consists of directors，But the company's articles of association have other regulations or the resolution of the shareholders will be selected by others。
Clear obligations have not fulfilled the liquidation obligations in time，What caused losses to the company or creditors，Should be liable for compensation。
Article 233 The company shall be liquidated in accordance with the provisions of the first paragraph of the previous paragraph，The liquidation group is not established for liquidation or the liquidation group is not clear，Persons can apply。The People's Court should accept the application，Organize the liquidation group in time for liquidation。
The company dissolves due to the provisions of Article 229, paragraph 1, paragraph 4 of this law，Make a revocation business license、Order the department or company registration authority that is ordered to close or revoke the decision，You can apply for a settlement of the people's court to form a clearing group for liquidation。
234 The clearing team exercises the following powers during the liquidation:
(1) Cleaning the company's property，Compilation of balance sheets and property lists respectively;
(2) Notice, announcement creditor;
(3) Processing companies related to liquidation related companies;
(4) The taxes owed to the stake online sports bettingpayable and the tax generated during the liquidation process;
(5) Cleanishment of creditor's rights and debt;
(6) Allocate the remaining property after the company's debt payments;
(7) On behalf of the company participating in civil litigation activities.
Article 235 The liquidation team shall notify the creditors within 10 days from the date of establishment，And on the newspaper within 60 days or the national corporate credit information publicity system announcement。The creditor shall be within 30 days from the date of receiving the notice，Within 45 days from the date of announcement of the notice，declare its claims to the liquidation team。
Credit members declare creditor's rights，It should explain the relevant matters of the claims，Provide proof materials。The liquidation team shall register the creditor's rights。
During the declaration of creditor's rights，The liquidation team must not settle the creditors。
Article 236 The clearing team is cleaning up the company's property、After preparing the balance sheet and the property list，The liquidation plan should be formulated，and report to the shareholders' meeting or the people's court to confirm。
The company's property is paying the liquidation fee separately、Employee's salary、Social insurance costs and legal compensation，Payment of taxes owed，The remaining property after the company's debt is settled，Limited liability companies allocate according to the proportion of shareholders' capital contribution，Shares of the shareholders according to the proportion of shares held by shareholders。
During the liquidation，Company Store，But it is not allowed to carry out business activities that are not related to liquidation。The company's property is before settlement in accordance with the provisions of the previous paragraph，Not assigned to shareholders。
237 The clearing team is cleaning up the company's property、After preparing the balance sheet and the property list，It is found that the company's property is insufficient to settle debts，Should apply to the people's court for bankruptcy liquidation。
After the people's court accepts the bankruptcy application，The liquidation team shall transfer the liquidation to the bankruptcy manager specified by the people's court。
Article 238 The members of the liquidation team fulfill their liquidation responsibilities，Negative obligations and diligence obligations。
Members of the liquidation team are idle to perform liquidation responsibilities，The loss to the company，shall bear the liability for compensation; the loss of the creditors due to intentional or major negligence，Should be liable for compensation。
239th after the company's liquidation is over，The liquidation group should make a clearing report，Reporting Society Association or People's Court confirmed，and submit it to the company's registration authority，Apply for cancellation company registration。
Article 240 The company does not generate debts during the duration，or all the debts have been settled，Promise by all shareholders，You can cancel the company registration through the simple program。
Logged out the company registration through a simple program，It should be announced through the national enterprise credit information publicity system，The period of the announcement is not less than 20 days。After the announcement period expires，No objection，The company can apply for the company's registration to cancel the company's registration with the company's registration authority。
The company cancels the company registration through a simple program，Shareholders promise to be false for the content stipulated in the first paragraph of this article，It shall bear the liability of the debt before canceling the registration。
Article 20041 The company is revoked business license、Order to close or be revoked，Failure to apply to the company's registration authority for canceling the company's registration for three years，The company's registration authority can announce it through the national enterprise credit information publicity system，The announcement period is not less than 60 days。After the announcement period expires，No objection，Company registration authority can cancel the company's registration。
Logged out the company registered by the company in accordance with the provisions of the previous paragraph，Original company shareholders、The responsibility of the liquidation obligor is not affected。
Article 242 The company's declaration of bankruptcy in accordance with the law，Implement bankruptcy liquidation in accordance with the bankruptcy of the relevant enterprise。
Chapter 13 of a branch of foreign companies
Article 20043 Foreign companies in this Law，refers to a company established abroad in accordance with foreign laws。
Article 244 Foreign companies set up branches in the territory of the People's Republic of China，It shall apply to the Chinese competent authority，and submit its company's articles of association、The company's company registration certificate and other relevant documents，After approval，Registration to register with the company registration authority，Receive business license。
Approval methods for branches of foreign company branches shall be separately stipulated by the State Council。
Article 245 Foreign companies set up branches in the territory of the People's Republic of China，The representative or agent responsible for the branch of the branch in the People's Republic of China，and allocate funds that are compatible with the business activities that are engaged in the branch。
The operating funds of branches of foreign companies need to specify the minimum limit，It is stipulated by the State Council separately。
Article 246 The branches of a foreign company shall indicate the nationality and responsibility form of the foreign company in its name。
The branches of foreign companies should prepare the articles of association of the foreign company in this agency。
Article 247 The branches established by foreign companies in the territory of the People's Republic of China do not have Chinese legal person qualifications。
Foreign companies assume civil liability for their branches to conduct business activities in the territory of the People's Republic of China。
Article 20048 Foreign company branches，Entering business activities in the People's Republic of China，Should abide by Chinese law，It must not damage China's public interest，Its legitimate rights and interests are protected by Chinese law。
Article 249 When a foreign company revokes its branches in the People's Republic of China，The debt should be settled in accordance with the law，Clear in accordance with the provisions of the company's liquidation procedures in this law。Before the debt is settled，It is not allowed to transfer the property of its branch to the People's Republic of China abroad。
Chapter 14 Legal Responsibility
Article 250 violates the provisions of this Law，Visabilities registered capital、Submit false materials or take other fraud methods to conceal important facts to obtain company registration，Correct the company's registration authority，Companies of registered capital for false reports，Placed a fine of more than 5 % of the amount of registered capital of more than 5 %; a company that submits false materials or adopts other fraud methods to conceal important facts，Fined fines of 50,000 yuan and more than 2 million yuan;，A revocation of the business license; a fine of 30,000 yuan or less than 300,000 yuan for the person in charge and other directly responsible persons。
Article 251 The company fails，Correct the company's registration authority，You can impose a fine of 10,000 yuan and 50,000 yuan。The serious plot，fines of 50,000 yuan and more than 200,000 yuan; the penalty of 10,000 yuan or less than 100,000 yuan for the person in charge and other responsible persons directly responsible。
Article 252 The initiator of a company、Fake capital capital of shareholders，Unpacking or not delivered on time as a currency or non -currency property，Correct the company's registration authority，You can impose a fine of 50,000 yuan or less or less; if the circumstances are serious,，Feming fakes of more than 5 % of false contributions or not contributed by more than 5 %; penalties directly responsible and other responsible persons are fined 10,000 yuan to 100,000 yuan。
Article 253 The initiator of a company、After the shareholders were established，Escape from the fund，Correct the company's registration authority，The amount of more than 5 % of the amount of the capital that has escaped from 5 % is more than fifteen;。
Article 254 There is one of the following behaviors，The financial department of the people's government at or above the county level、Punishment of administrative regulations:
(1) Establish an accounting account book outside the legal accounting book;
(2) Provide financial accounting reports that provide false records or conceal important facts。
255 Company is merging、separation、Reduce registered capital or liquidation，Not notified or announced the creditors in accordance with the provisions of this Law，Correct the company's registration authority，A fine of 10,000 yuan to 10,000 yuan to the company。
Article 256 When the company is performing liquidation，Hidden property，False records of the balance sheet or property list，or assigning the company's property before the debt is settled，Correct the company's registration authority，The company's property amount of more than 10 % or less than 10 % of the company's property was distributed by the company's hidden property or before the debt was not settled; Fine。
Article 257 Affordable asset assessment、Institutions that verify or verify provide false materials or provide reports with major omissions，by the relevant departments in accordance with the "Asset Evaluation Law of the People's Republic of China"、"Law of the People's Republic of China Registration Certified Public Accountants" and other laws、Punishment of administrative regulations。
Affordable asset assessment、Institute of verification or verification institutions due to the evaluation results due to their issuance、Verification or verification certificate is not true，What caused losses to the company's creditors，Except that it can prove that you have no fault，Affordable liability for compensation within the scope of its assessment or proved false amount。
258 Company registration authorities violate the law、Administrative regulations stipulate that the unsuccessful responsibilities or improper responsibilities，Responsible leaders and direct responsible persons to give government affairs according to law。
Article 259 is not registered as a limited liability company or a joint -stock company，The name of the limited liability company or the company's company，or not registered in accordance with the law as a limited liability company or a branch company，and the name of the branch company or the branch company of the Co., Ltd.，The company's registration authority is ordered to correct or ban it，It can be fined below 100,000 yuan。
Article 260 If the company has no legitimate reason for more than six months, it has not opened for more than six months，or if it has been suspended for more than six months after opening，Company registration authority can revoke a business license，But the company handles the break in accordance with the law。
When the company's registration matters change，Not handling relevant changes in accordance with the provisions of this Law，The company's registration authority is ordered to register within a time limit;，fines of 10,000 yuan and 100,000 yuan。
Article 261 Foreign companies violate the provisions of this Law，Unauthorized establishment of branches in the People's Republic of China，The company's registration authority is ordered to correct or close，It can be fined with a fine of 50,000 yuan and more than 200,000 yuan。
Article 262 Use the company's name to engage in harmful national security、The serious illegal act of social public interest，A revocation business license。
Article 263 The company violates the provisions of this Law，It shall bear the liability for civil compensation and pay a fine、The fine，Its property is not enough to pay，First assume civil compensation liability。
Article 264 violates the provisions of this Law，For the crime，Criminal liability for investigation in accordance with the law。
Chapter 15 Attachment
265 The meaning of the following words in this law:
(1) Senior managers，refers to the company's manager、Deputy Manager、Financial person in charge，Secretary of the board of directors of listed companies and other personnel stipulated in the company's articles of association。
(2) The controlling shareholder，refers to its total capital of the company's capital limited liability of more than 50 % or its shareholders holding a share capital of more than 50 % of the shares they hold; Below 50 %，But the voting rights enjoyed by their capital contribution or the shares held by holding are enough to have a significant impact on the resolution of the shareholders' meeting.。
(3) Actual controller，refers to through investment relationship、Agreement or other arrangements，People who can actually dominate the company's behavior。
(4) Relations，refers to the company's controlling shareholder、Actual controller、Director、Supervisor、The relationship between senior managers and enterprises that are directly or indirectly controlled by them，and other relationships that may cause the company's interests。But，State -holding enterprises not only have a connected relationship with the state control。
Article 266 This law shall be implemented from July 1, 2024。
Companies registered before the implementation of this method，The capital period exceeds the deadline specified in this Law，Except Law、Administrative Regulations or the State Council's other regulations，It should be gradually adjusted to within the time limit stipulated in this Law; for the capital period、The amount of capital contribution is obviously abnormal，Company registration authority can request them to adjust in time in accordance with the law。The specific implementation measures are stipulated by the State Council。
