Article 2 The term "company" as mentioned in this Law refers to limited liability companies and joint stock limited companies established in China according to this Law.
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys legal person property rights. The company is liable for its debts with all its property.
Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Article 4 Shareholders of a company shall enjoy the right to return on assets, participate in major decisions and choose managers according to law.
Article 5 A company engaged in business activities must abide by laws, administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and assume social responsibilities.
The legitimate rights and interests of the company are protected by law and shall not be infringed. Examination self
Article 6 To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered.
The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.
Article 7 A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the Company is the date of establishment of the Company.
The business license of the company shall specify the company name, domicile, registered capital, paid-in capital, business scope, name of legal representative and other matters.
Where the matters recorded in the company's business license change, the company shall register the change according to law, and the company registration authority shall issue a new business license.
Article 8 A limited liability company established in accordance with this Law must indicate the words limited liability company or limited company in its name.
A joint stock limited company established in accordance with this law must indicate the words joint stock limited company or joint stock company in its name.
Article 9 When a limited liability company is changed into a joint stock limited company, it shall meet the requirements of a joint stock limited company as stipulated in this Law. When a joint stock limited company is changed into a limited liability company, it shall meet the conditions of a limited liability company as stipulated in this Law.
Where a limited liability company is changed into a joint stock limited company, or a joint stock limited company is changed into a limited liability company, the creditor's rights and debts before the company change shall be inherited by the changed company.
Article 10 The domicile of a company is the place where its main office is located. Examination self
Article 11 To establish a company, the articles of association must be formulated according to law. The Articles of Association are binding on the Company, shareholders, directors, supervisors and senior management.
Article 12 The business scope of a company shall be stipulated in the articles of association and registered according to law. A company may amend its articles of association and change its business scope, but it shall register the change.
Projects that are required to be approved by laws and administrative regulations in the company's business scope shall be approved according to law.
Article 13 The legal representative of a company shall be the chairman, executive director or manager in accordance with the articles of association, and shall be registered according to law. Where the legal representative of the company changes, it shall go through the registration of change.
Article 14 A company may set up branches. The establishment of a branch company shall apply to the company registration authority for registration and obtain a business license. A branch company does not have legal person status, and its civil liability shall be borne by the company.
A company may set up subsidiaries, which have legal personality and independently bear civil liabilities according to law.
Fifteenth companies can invest in other enterprises; However, unless otherwise provided by law, investors shall not be jointly and severally liable for the debts of the invested enterprises.
Article 16 The company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors, shareholders' meeting or shareholders' meeting in accordance with the provisions of the company's articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits.
Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
Article 17 The company must protect the legitimate rights and interests of employees, sign labor contracts with employees according to law, participate in social insurance, strengthen labor protection and realize safe production.
Companies should take various forms to strengthen employees' vocational education and on-the-job training to improve their quality.
Article 18 The employees of the Company shall organize trade unions and carry out trade union activities in accordance with the Trade Union Law of People's Republic of China (PRC) to safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the trade union. On behalf of employees, the trade union of the company signs collective contracts with the company on matters such as labor remuneration, working hours, welfare, insurance and labor safety and health.
According to the provisions of the Constitution and relevant laws, the company implements democratic management through workers' congresses or other forms. Examination self
When studying and deciding on major issues in restructuring and operation, and formulating important rules and regulations, the company shall listen to the opinions of the company's trade unions, and listen to the opinions and suggestions of employees through the workers' congress or other forms.
Nineteenth in the company, according to the provisions of the articles of association of China * * * production party, the establishment of China * * * production party organization, to carry out party activities. The company should provide necessary conditions for the activities of the party organization.
Article 20 Shareholders of a company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to harm the interests of the company or other shareholders; The company's independent legal person status and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors.
Shareholders of a company who abuse their rights and cause losses to the company or other shareholders shall be liable for compensation according to law.
Shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of creditors of the company shall be jointly and severally liable for the debts of the company.
Article 21 The controlling shareholders, actual controllers, directors, supervisors and senior managers of a company shall not use their related relationships to harm the interests of the company.
Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation. Examination self
Article 22 The resolutions of the shareholders' meeting, the shareholders' meeting and the board of directors of the company are invalid if they violate laws and administrative regulations.
If the convening procedure and voting method of the shareholders' meeting, shareholders' general meeting or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people's court to cancel it within 60 days from the date of making the resolution.
Where a shareholder brings a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require the shareholder to provide corresponding guarantees.
If the company has gone through the registration of change according to the resolution of the shareholders' meeting or the shareholders' meeting or the board of directors, after the people's court declares the resolution invalid or cancels the resolution, the company shall apply to the company registration authority for cancellation of the registration of change.