(Adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress on December 29, 1993. Revised for the first time on December 25, 1999 in accordance with the Decision of the Thirteenth Session of the Standing Committee of the Ninth People's Congress on Amending the Company Law of the People's Republic of China. Revised for the second time on August 28, 2004 in accordance with the Decision of the 11th Session of the Standing Committee of the 10th National People's Congress of the People's Republic of China on Amending the Company Law of the People's Republic of China. Revised for the third time at the 18th Session of the 10th National People's Congress of the People's Republic of China on October 27, 2005)
 
Contents
 
Chapter I General Provisions

Chapter II Incorporation and Organization of a Limited Liability Company

Section 1 Incorporation

Section 2 Organization

Section 3 Special Provisions on One-person Limited Liability Companies

Section 4 Special Provisions on wholly State-owned Companies

Chapter III Transfer of Stock Right of a Limited Liability Company

Chapter IV Incorporation and Organization of a Joint Stock Limited Company

Section 1 Incorporation

Section 2 Assembly of shareholders

Section 3 Board of Directors, Managers

Section 4 Board of Supervisors

Section 5 Special Provisions on the Organization of a Listed Company

Chapter V Issuance and Transfer of Shares of a Joint Stock Limited Company

Section 1 Issuance of Shares

Section 2 Transfer of Shares

Chapter VI Qualifications and Obligations of the Directors, Supervisors and Senior Managers of a Company

Chapter VII Company Bonds

Chapter VIII Financial Affairs and Accounting of a Company

Chapter IX Merger and Division of a Company; Increase and Deduction of Registered Capital

Chapter X Dissolution and Liquidation of a Company

Chapter XI Branches of a Foreign Company

Chapter XII Legal Liabilities Chapter XIII Supplementary Provisions
 
Chapter I General Provisions
 
Article 1 This Law is formulated for the purposes of regulating the organization and operation of companies, protecting the legitimate rights and interests of companies, shareholders and creditors, maintaining the socialist economic order, and promoting the development of the socialist market economy
 
Article 2 The term "company" as mentioned in this Law refers to a limited liability company or a joint stock limited company established within the territory of the People's Republic of China in accordance with the provisions of this law.
 
Article 3 A company is an enterprise legal person, which has independent legal person property and enjoys the property right of the legal person. And it shall bear the liabilities for its debts with all its property. As for a limited liability company, the shareholders shall be responsible for the company to the extent of the capital contributions they have paid. As for a joint stock limited company, the shareholders shall be responsible for the company to the extent of the shares they have subscribed for.
 
Article 4 The shareholders of a company shall be entitled to enjoy the capital proceeds, participate in making important decisions, choose managers, and so on.
 
Article 5 When undertaking business operations, a company shall comply with the laws and administrative regulations, social morality and business morality. It shall act in good faith, accept the supervision of the government and the general public, and bear social responsibilities.
The legitimate rights and interests of a company shall be protected by laws and may not be infringed.
 
Article 6 For the incorporation of a company, an application for incorporation shall be filed with the company registration authority. If the application meets the requirements of this Law, the company registration authority shall register the company as a limited liability company or a joint stock limited company. If the application fails to meet the requirements, it shall not be registered as a limited liability company or a joint stock limited company.
 
If any law or administrative regulation stipulates that the incorporation of a company shall be subject to approval, the relevant approval formalities shall be gone through prior to the registration of the company.
 
The general public may consult the relevant matters on company registration at company registration authority, who shall provide consulting services.
 
Article 7 For a legally established company, the company registration authority shall issue the company business license to it, and the date of issuance of the company business license shall be the date of incorporation of the company. The company business license shall state the name, domicile, registered capital, paid-up capital, scope of business, the name of the legal representative and etc. If any of the items as stated in the business license is changed, the company shall apply for modification registration, and the company registration authority shall re new the business license.
 
Article 8 For a limited liability company established according to this Law, it shall indicate in its name with the words "limited liability company" or "limited company". For a joint stock limited company established according to this Law, it shall indicate in its name the words "joint stock limited company" or "joint stock company".
 
Article 9 The change of a limited liability company to a joint stock limited company shall satisfy the requirements as prescribed in this Law for joint stock limited companies. The change of a joint stock limited company to a limited liability company shall meet the conditions as prescribed in this Law for limited liability companies. Under any of the aforesaid circumstances, the creditor's rights and debts of the company prior to the change shall be succeeded by the company after the change.