Chapter II Establishment and Organization of a Limited Liability Company
Section 1 Establishment
Article 23 The establishment of a limited liability company shall meet the following conditions: (1) The number of shareholders shall reach a quorum; (2) The capital contribution of shareholders reaches the minimum statutory capital; (3) Shareholders * * * agree to formulate the Articles of Association; (4) Having a company name and establishing an organization meeting the requirements of a limited liability company; (5) Having a company domicile.
Article 24 A limited liability company shall be established by capital contribution of shareholders with less than 50 persons.
Article 25 The articles of association of a limited liability company shall specify the following items: (1) the name and domicile of the company; (2) The business scope of the company; (3) The registered capital of the company. (4) Names of shareholders. (5) The mode, amount and time of contribution by shareholders. (6) The organizational structure of the company, its methods of formation, powers and rules of procedure; (7) The legal representative of the company; (eight) other matters that need to be stipulated by the shareholders' meeting.
Shareholders shall sign and seal the articles of association.
Article 26 The registered capital of a limited liability company is the capital contribution subscribed by all shareholders registered with the company registration authority. The initial capital contribution of all shareholders of the company shall not be less than 20% of the registered capital, nor less than the statutory minimum registered capital, and the rest shall be fully paid by shareholders within two years from the date of establishment of the company; Among them, the investment company can pay in full within five years. The minimum registered capital of a limited liability company is RMB 30,000. Where laws and administrative regulations have higher provisions on the minimum registered capital of a limited liability company, those provisions shall prevail.
Article 27 Shareholders may make capital contributions in cash or in kind, intellectual property rights, land use rights and other non-monetary properties that can be valued in money and can be transferred according to law. However, except for the property that cannot be used as capital contribution as stipulated by laws and administrative regulations. Non-monetary property as capital contribution shall be evaluated and verified, and its value shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail.
The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company.
Article 28 Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.
Article 29 After a shareholder makes a capital contribution, it must be verified by a legally established capital verification institution and issue a certificate.
Article 30 After the initial capital contribution of shareholders has been verified by a legally established capital verification institution, the representative designated by all shareholders or the agent entrusted by all shareholders shall submit the company registration application, articles of association, capital verification certificate and other documents to the company registration authority to apply for establishment registration.
Article 31 After the establishment of a limited liability company, if it is found that the actual price of non-monetary property contributed by the company is obviously lower than the amount stipulated in the articles of association, the contributing shareholders shall make up the difference; When the company is established, other shareholders shall bear joint and several liabilities.
Article 32 After the establishment of a limited liability company, it shall issue a capital contribution certificate to the shareholders. The capital contribution certificate shall specify the following items: (1) the name of the company; (2) Date of establishment of the company; (3) The registered capital of the company. (4) The name, amount and time of contribution of the shareholders. (5) The serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall be sealed by the company.
Article 33 A limited liability company shall keep a register of shareholders, which shall record the following items: (1) the name and domicile of the shareholders; (2) Capital contribution of shareholders. (3) The serial number of the capital contribution certificate. Shareholders recorded in the register of shareholders may exercise their rights according to the register of shareholders.
The company shall register the names of shareholders and their capital contributions with the company registration authority; Where the registered items are changed, the registration of change shall be handled. Without registration or change of registration, it may not confront a third party.
Article 34 Shareholders have the right to consult and copy the Articles of Association, minutes of shareholders' meeting, resolutions of the board of directors, resolutions of the board of directors and financial and accounting reports. Shareholders may request to consult the company's accounting books. Where a shareholder requests to consult the company's accounting books, he shall submit a written request to the company, explaining the purpose. If the company has reasonable reasons to believe that the shareholders' access to the accounting books has improper purposes, which may harm the legitimate interests of the company, it may refuse to provide access, and shall give a written reply to the shareholders within 15 days from the date of the shareholders' written request, explaining the reasons. If the company refuses to provide inspection, the shareholders may request the people's court to require the company to provide inspection.
Article 35 Shareholders shall receive dividends in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
Article 36 After the establishment of the company, shareholders may not withdraw their capital contribution.
Section 2 Organizational structure
Article 37 The shareholders' meeting of a limited liability company shall be composed of all shareholders. The shareholders' meeting is the authority of the company and exercises its functions and powers in accordance with this Law.
Article 38 The shareholders' meeting shall exercise the following functions and powers: (1) To decide on the company's business policy and investment plan; (2) Electing and replacing directors and supervisors who are not employee representatives, and deciding on the remuneration of directors and supervisors; (3) Examining and approving the report of the board of directors; (4) Examining and approving the reports of the board of supervisors or supervisors; (5) To examine and approve the annual financial budget plan and final accounts plan of the company; (VI) To examine and approve the company's profit distribution plan and loss recovery plan; (7) To make resolutions on the increase or decrease of the registered capital of the company; (8) To make resolutions on the issuance of corporate bonds. (9) To make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; (10) Amending the Articles of Association. (eleven) other functions and powers stipulated in the articles of association. Where the shareholders unanimously agree to the matters listed in the preceding paragraph in writing, they may make a decision directly without convening a general meeting of shareholders, and all shareholders shall sign and seal the decision document.
Article 39 The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution, and shall exercise its functions and powers in accordance with the provisions of this Law.
Article 40 Shareholders' meetings are divided into regular meetings and temporary meetings. Regular meetings shall be held on time in accordance with the provisions of the articles of association. If shareholders representing more than one-tenth of the voting rights, more than one-third of the directors, the board of supervisors or the supervisors of a company without a board of supervisors propose to convene an interim meeting, an interim meeting shall be convened.
Article 41 Where a limited liability company establishes a board of directors, the shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties or fails to perform his duties, he shall be presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, more than half of the directors shall elect a director to preside over the meeting.
Where a limited liability company does not have a board of directors, the shareholders' meeting shall be convened and presided over by the executive director.
If the board of directors or the executive director is unable to perform or fails to perform the duties of convening the shareholders' meeting, it shall be convened and presided over by the board of supervisors or the supervisors of the company without the board of supervisors; If the Board of Supervisors or supervisors do not convene and preside over the meeting, shareholders representing more than one tenth of the voting rights may convene and preside over the meeting by themselves.
Article 42 When convening a shareholders' meeting, all shareholders shall be notified fifteen days before the meeting. However, unless otherwise stipulated in the Articles of Association or agreed by all shareholders.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Article 43 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association.
Article 44 The methods of discussion and voting procedures of the shareholders' general meeting shall be stipulated in the articles of association, unless otherwise stipulated in this Law.
The shareholders' meeting shall make resolutions on amending the Articles of Association, increasing or decreasing the registered capital, and on the merger, division, dissolution or change of corporate form of the company, which must be approved by shareholders representing more than two thirds of the voting rights.
Article 45 A limited liability company shall have a board of directors with three to thirteen members. However, unless otherwise provided for in Article 51 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.
Article 46 The term of office of directors shall be stipulated in the articles of association, but each term shall not exceed three years. Upon expiration of the term of office, directors may be re-elected.
Where a director fails to be re-elected in time upon the expiration of his term of office, or a director resigns during his term of office, resulting in a quorum of board members, the original director shall still perform his duties as a director in accordance with laws, administrative regulations and the Articles of Association before the re-elected director takes office.
Article 47 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting; (2) Implementing the resolutions of the shareholders' meeting. (3) To decide on the company's business plan and investment plan; (4) To formulate the company's annual financial budget and final accounts; (five) to formulate the company's profit distribution plan and loss compensation plan; (6) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds; (seven) to formulate plans for the merger, division, dissolution or change of corporate form of the company; (VIII) Deciding on the establishment of the company's internal management organization; (9) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager; (X) To formulate the basic management system of the company; (eleven) other functions and powers stipulated in the articles of association.
Article 48 The meeting of the board of directors shall be convened and presided over by the chairman; If the chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by the vice chairman; If the vice chairman is unable to perform his duties or fails to perform his duties, it shall be convened and presided over by more than half of the directors. sequence
Article 49 Unless otherwise provided by this Law, the methods of discussion and voting procedures of the board of directors shall be stipulated in the company's articles of association.
The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
The board of directors decided to implement the one-person-one-vote system.
Article 50 A limited liability company may have a manager who shall be appointed or dismissed by the board of directors. The manager is responsible to the board of directors and exercises the following powers:
(1) To preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors; (2) Organizing the implementation of the company's annual business plan and investment plan; (3) To formulate plans for the establishment of the company's internal management organization; (4) To formulate the basic management system of the company; (5) To formulate specific rules of the company; (six) to propose the appointment or dismissal of the company's deputy manager and financial officer; (7) To decide on the appointment or dismissal of management personnel other than those who should be decided by the board of directors; (8) Other powers granted by the board of directors. Where there are other provisions in the articles of association on the functions and powers of the manager, such provisions shall prevail.
The manager attended the board meeting.
Article 51 A limited liability company with a small number of shareholders or a small scale may have an executive director instead of a board of directors. The executive director may concurrently serve as the company manager. The functions and powers of the executive director shall be stipulated in the articles of association.
Article 52 A limited liability company shall set up a board of supervisors with no less than three members. A limited liability company with fewer shareholders or smaller scale may have one or two supervisors instead of a board of supervisors. The board of supervisors shall include an appropriate proportion of shareholders' representatives and employees' representatives, of which the proportion of employees' representatives shall not be less than one third, and the specific proportion shall be stipulated in the articles of association. The employee representatives in the board of supervisors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections. The board of supervisors shall have a chairman, who shall be elected by more than half of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; If the chairman of the board of supervisors is unable to perform his duties or fails to perform his duties, more than half of the supervisors shall jointly nominate a supervisor to convene and preside over the meeting of the board of supervisors. Directors and senior managers shall not concurrently serve as supervisors.
Article 53 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected.
Where the supervisor fails to be re-elected in time upon the expiration of his term of office, or the members of the board of supervisors are less than quorum due to the resignation of the supervisor during his term of office, the original supervisor shall still perform his duties in accordance with laws, administrative regulations and the Articles of Association before the re-elected supervisor takes office.
Article 54 The board of supervisors and the supervisors of a company without a board of supervisors shall exercise the following functions and powers:
(a) to check the company's finances; (2) To supervise the acts of directors and senior managers in performing the duties of the Company, and put forward suggestions for the removal of directors and senior managers who violate laws, administrative regulations, articles of association or resolutions of the shareholders' meeting; (3) To require directors and senior managers to correct their actions when they harm the interests of the company; (4) Proposing to convene an extraordinary shareholders' meeting, and convening and presiding over the shareholders' meeting when the board of directors fails to perform its duties as stipulated in this Law; (five) to submit a proposal to the shareholders' meeting; (6) To institute legal proceedings against directors and senior managers in accordance with the provisions of Article 152 of this Law. (seven) other functions and powers stipulated in the articles of association.
Article 55 Supervisors may attend board meetings as nonvoting delegates and raise questions or suggestions on matters resolved by the board.
The board of supervisors and the supervisors of the company without a board of supervisors may investigate if they find that the company is operating abnormally; If necessary, an accounting firm can be hired to assist in the work, and the expenses shall be borne by the company.
Article 56 The board of supervisors shall meet at least once a year, and the supervisor may propose to convene an interim meeting of the board of supervisors. The discussion methods and voting procedures of the board of supervisors shall be stipulated in the company's articles of association unless otherwise stipulated in this Law. The resolution of the board of supervisors shall be adopted by more than half of the supervisors.
The board of supervisors shall make minutes of the decisions on the matters discussed, and the supervisors present at the meeting shall sign the minutes.
Article 57 The expenses necessary for the board of supervisors and the supervisors of a company without a board of supervisors to exercise their functions and powers shall be borne by the company.
Chapter III Equity Transfer of a Limited Liability Company
Article 72 Shareholders of a limited liability company may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.
Article 73 When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders shall have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
Article 74 After the equity is transferred in accordance with the provisions of Articles 72 and 73 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.
Article 75 Under any of the following circumstances, the shareholders who voted against the resolution of the shareholders' general meeting may request the company to purchase its equity at a reasonable price: (1) The company has not distributed profits to shareholders for five consecutive years, but the company has made profits for five consecutive years and meets the conditions for distributing profits stipulated in this Law; (2) The merger, division or transfer of the company's main property; (3) Upon the expiration of the business term stipulated in the Articles of Association or other reasons for dissolution stipulated in the Articles of Association, the shareholders' meeting will adopt a resolution to amend the Articles of Association to make the Company survive. If the shareholders and the company fail to reach an equity purchase agreement within 60 days from the date of adoption of the resolution of the general meeting of shareholders, the shareholders may bring a lawsuit to the people's court within 90 days from the date of adoption of the resolution of the general meeting of shareholders.
Article 76 After the death of a natural person shareholder, his legal successor may inherit the shareholder qualification; However, unless otherwise stipulated in the articles of association.
Chapter VIII Company Finance and Accounting
Article 164 A company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council. Article 165 A company shall prepare financial and accounting reports at the end of each fiscal year, which shall be audited by an accounting firm according to law.
Financial and accounting reports shall be prepared in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.
Article 166 A limited liability company shall deliver financial and accounting reports to all shareholders within the time limit stipulated in the articles of association.
Article 167 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn. If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. After the company withdraws the statutory reserve fund from the after-tax profits, it may also withdraw the reserve fund from the after-tax profits upon the resolution of the shareholders' meeting or general meeting. After-tax profits of the company after making up losses and drawing provident fund shall be distributed by the limited liability company in accordance with the provisions of Article 35 of this Law.
The company's shares held by the company shall not be distributed.
Article 168 The premium paid by a joint stock limited company for issuing shares at an issue price exceeding the par value of the shares and other income listed in the capital reserve fund as stipulated by the financial department of the State Council shall be included in the company's capital reserve fund.
Article 169 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital. However, the capital reserve fund shall not be used to make up the company's losses.
When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the transfer.
Article 170 The appointment or dismissal of an accounting firm that undertakes the company's audit business shall be decided by the shareholders' meeting, the shareholders' meeting or the board of directors in accordance with the provisions of the company's articles of association.
When the shareholders' meeting, shareholders' meeting or the board of directors of the company votes on the dismissal of an accounting firm, the accounting firm shall be allowed to state its opinions.
Article 171 A company shall provide true and complete accounting vouchers, account books, financial accounting reports and other accounting materials to the accounting firm it employs, and shall not refuse, conceal or make false reports.
Article 172 A company may not set up other accounting books besides the statutory accounting books.
No account shall be opened for the company's assets in the name of any individual.
Chapter IX Merger, Division, Capital Increase and Capital Reduction of the Company
Article 173 The merger of companies may take the form of absorption merger or new merger. A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.
Article 174 When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.
Article 175 When a company is merged, the creditor's rights and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
Article 176 When a company is divided, its property shall be divided accordingly. When the company is divided, it shall prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make an announcement in the newspaper within 30 days.
Article 177 The debts of the company before division shall be jointly and severally liable by the company after division. However, unless the company and creditors reach a written agreement on debt settlement before division.
Article 178 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.
The company shall notify the creditors within ten days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within thirty days. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice. The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 179 When a limited liability company increases its registered capital, the contribution of the newly-increased capital subscribed by shareholders shall be implemented in accordance with the relevant provisions of this Law on the contribution of limited liability companies. When a joint stock limited company issues new shares to increase its registered capital, shareholders shall subscribe for new shares in accordance with the relevant provisions of this Law on the establishment of a joint stock limited company and the payment of shares.
Article 180 Where a company is merged or divided and its registered items change, it shall register the change with the company registration authority according to law; If the company is dissolved, it shall go through the cancellation of registration according to law; Where a new company is established, it shall be registered in accordance with the law.
Where a company increases or decreases its registered capital, it shall register the change with the company registration authority according to law.
Chapter XII Legal Liability
Article 199 Whoever, in violation of the provisions of this Law, falsely reports the registered capital, submits false materials or conceals important facts by other deceptive means to obtain company registration, shall be ordered by the company registration authority to make corrections, and a fine of more than 5% 15% of the company's registered capital shall be imposed on the company that falsely reports the registered capital; Those who submit false materials or conceal important facts by other fraudulent means shall be fined between 50,000 yuan and 500,000 yuan; If the circumstances are serious, the company registration or business license shall be revoked.
Article 200 Where the promoters and shareholders of a company make false capital contributions and fail to deliver the monetary or non-monetary property contributions on time, the company registration authority shall order them to make corrections and impose a fine of more than 5% 15% of the amount of false capital contributions.
Article 201 Where the promoters and shareholders of a company withdraw their capital contribution after the establishment of the company, the company registration authority shall order them to make corrections and impose a fine of more than 5% 15% of the withdrawn capital contribution.
Article 202 Where a company, in violation of the provisions of this Law, sets up accounting books in addition to the statutory accounting books, the financial department of the people's government at or above the county level shall order it to make corrections and impose a fine of not less than 50,000 yuan but not more than 500,000 yuan.
Article 203 Where a company makes false records or conceals important facts in the financial and accounting reports and other materials provided to the relevant competent departments according to law, the relevant competent departments shall impose a fine of not less than 30,000 yuan but not more than 300,000 yuan on the directly responsible person in charge and other directly responsible personnel.
Article 204 Where a company fails to withdraw the statutory reserve fund in accordance with the provisions of this Law, the financial department of the people's government at or above the county level shall order it to make up the amount that should be withdrawn, and may impose a fine of less than 200,000 yuan on the company.
Article 205 Where a company fails to notify or announce its creditors in accordance with the provisions of this Law during merger, division, reduction of registered capital or liquidation, the company registration authority shall order it to make corrections and impose a fine of not less than 10,000 yuan but not more than 100,000 yuan.
Article 211 Whoever uses the name of a limited liability company or a joint stock limited company without registration according to law, or uses the name of a limited liability company or a joint stock limited company without registration according to law, shall be ordered by the company registration authority to make corrections or be banned, and may also be fined not more than 100,000 yuan.
Article 212 If a company fails to start business for more than six months after its establishment without justifiable reasons, or suspends business for more than six months after its opening, the company registration authority may revoke its business license.
When the registered items of the company change, if the relevant change registration is not handled in accordance with the provisions of this law, the company registration authority shall order it to register within a time limit; Those who fail to register within the time limit shall be fined not less than 10,000 yuan but not more than 100,000 yuan.
Chapter XIII Supplementary Provisions
Article 217 The meanings of the following terms in this Law: (1) Senior management personnel refer to the managers, deputy managers, financial officers, secretary of the board of directors of listed companies and other personnel stipulated in the articles of association of the company. (2) Controlling shareholders refer to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting. (3) "Actual controller" refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements. (4) Relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.
Article 219 This Law shall come into force as of June 65438+1October 65438+1October 2006.