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百年福爱迪(北京)翻译有限公司 翻译,世界500强公司翻译服务商。由多年翻译经验的高级翻译创办,翻译领域包括政治、财经、合同、报告、机械、电气等以及国标、标书等大型文件。移民、出国材料,提供译员资质,加盖中英文翻译专用章。提供留学文书创作!希望各界同仁共同切磋,合作。承接各种翻译业务,满意后付款.并提供完善的译后服务。 欢迎来电来函。 地址:北京市房山区良乡绿地启航国际6号楼1506室 website:www.forideal.com 电话:010-83682380 13164266641

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公司法(英文续)  

2008-09-02 08:54:43|  分类: 知识共享 |  标签: |举报 |字号 订阅

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Article 28 Each shareholder shall make full payment for the capital contributions it has subscribed to according to the articles of association. If a shareholder makes his/its capital contribution in cash, he shall deposit the full amount of such cash capital contribution into a temporary bank account opened for the limited liability company. If any capital contributions are made in non-monetary properties, the appropriate transfer procedures for the property rights therein shall be followed in accordance with the law.
Where a shareholder fails to make his/its capital contribution as specified in the preceding paragraph, it shall not only make full payment to the company but also bear the liabilities for breach of contract to the shareholders who have make full payment of capital contributions on schedule.

Article 29 The capital contributions made by the shareholders shall be verified by a lawfully established capital verification institution, which shall issue a certification.

Article 30 After the initial capital contributions made by the shareholders have been verified by a lawfully established capital verification institution, the representative designated by all the shareholders or the agent entrusted by all the shareholders shall apply for establishment registration by submitting a company registration application, articles of association, capital verification and other documents to the company registration authority.

Article 31 After the establishment of a limited liability company, if the actual value of the capital contributions in non-monetary properties is found to be apparently lower than that set forth in the articles of association of the company, the difference shall be made up by the shareholder who offered them, and the other shareholders of the company who established the company shall bear several and joint liabilities.

Article 32 After the establishment of a limited liability company, each shareholder shall be issued a capital contribution certificate, which shall specify the following:
(1) The name of the company;
(2) The date of establishment of the company;
(3) The company’s registered capital;
(4) The name of the shareholder, the amount of his capital contribution, and the day when the capital contribution is made; and
(5) The serial number and date of issuance of the capital contribution certificate. The capital contribution certificate shall bear the seal of the company.

Article 33 A limited liability company shall prepare a register of shareholders, which shall record the following:
(1)The name of each shareholder and the domicile thereof;
(2)The amount of capital contributions made by each shareholder;
(3)The serial number of each capital contribution certificate.

The shareholders recorded in the register of shareholders may, pursuant to the register of shareholders, claim to and exercise the shareholder’s rights.

A company shall register each shareholder’s name and its amount of capital contributions in the company registration authority. Where any of the registered items is changed, it shall modify the registration. If the company fails to do so, it shall not, on the basis of the unregistered or un-modified registration item, stand up to any third party.

Article 34 Each shareholder shall be entitled to consult and copy the articles of association, minutes of the shareholders’ meetings, resolutions of the meetings of the board of directors, resolutions of the meetings of the board of supervisors, as well as financial reports.

Each shareholder may request to consult the accounting books of the company. Where a shareholder requests to consult the accounting books of the company, it shall submit a written request, which shall state its motives. If the company, on the basis of any justifiable reason, considers that the shareholder’s requests to consult the accounting books for any improper purpose may impair the legitimate interests of the company, it may reject the request of the shareholder to consult them and shall, within in 15 days after the shareholder submits a written request, give it a written reply, which shall include an explanation. If the company reject the request of any shareholder to consult the accounting books, the shareholder may plead the people’s court to demand the company to permit consultation.

Article 35 The shareholders shall distribute dividends on the basis of the percentages of capital contributions actually made by them unless all shareholders agree that the dividends are not distributed on the percentages of capital contributions. Where the company is to increase its capital, its shareholders have the preemptive right to subscribe to the increased amount on the basis of the same percentages of the old capital contributions they have made unless all shareholders agree that they will not subscribe to the increased amount of capital on the basis of the percentages of the old capital contributions they have made.

Article 36 After the establishment of a company, no shareholder may illegally take away the registered capital.

Section 2 Organizational Setup

Article 37 The shareholders’ meeting of a limited liability company shall be composed of all the shareholders. It is the authority of the company and shall exercise its powers in accordance this Law.

Article 38 The shareholders’ meeting shall exercise the following functions:
(1) Determining the company’s operational guidelines and investment plans;
(2) Electing and changing the directors and supervisors assumed by non-representatives of the employees and deciding the matters relating to their remuneration;
(3) Deliberating and approving reports of the board of directors;
(4) Deliberating and approving reports of the board of supervisors or the supervisor;
(5) Deliberating and approving annual financial budget plans and final account plans of the company;
(6) Deliberating and approving company profit distribution plans and loss recovery plans;
(7) Making resolutions about the increase or reduction of the company’s registered capital;
(8) Making resolutions about the issuance of corporate bonds;
(9) Adopting resolutions about the assignment, split-up, change of company form, dissolution, liquidation of the company;
(10) Revising the articles of association of the company;
(11) Other functions as specified in the articles of association.
For any of the matters as listed in the preceding paragraph, if all the shareholders consent to it in writing, it is not required to convene a shareholders’ meeting. A decision may be made directly and shall bear the signatures or seals of all the shareholders.
Article 39 The shareholders’ meeting shall be convened and presided over by the shareholder who made the largest percentage of capital contributions, and shall exercise its powers in accordance with this Law.
Article 40 The shareholders’ meetings shall be classified into regular meetings and interim meetings. The regular meetings shall be timely held in accordance with the articles of association. Where an interim meeting is proposed by the shareholders representing 1/10 of the voting rights or more, or by directors representing 1/3 of the voting rights or more, or by the board of supervisors, or by the supervisors of the company with no board of supervisors, an interim meeting shall be held.

Article 41 Where a limited liability company has set up a board of directors. The shareholders’ meetings shall be convened by the board of directors and presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the meetings thereof shall be presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, the meetings shall be presided over by a director jointly recommended by half or more of the directors.

For a limited liability company with no board of directors, the shareholders’ meetings shall be convened and presided over by the acting director.

If the board of directors or the acting director is unable or fails to fulfill the duties of convening the shareholders’ meeting, the board of supervisors or the supervisor of the company with no board of supervisors may convene and preside over such meetings. If the board of supervisors or supervisor does not convene or preside over such meetings, the shareholders representing 1 / 10 or more of the voting rights may convene and preside over such meetings on their own initiatives.

Article 42 Each shareholder shall be given a notice 15 days before a shareholders’ meeting is held unless it is otherwise specified by the articles of association or it is otherwise stipulated by all the shareholders.

A shareholders’ meeting shall make minutes for the decisions about the matters discussed at the meeting. The shareholders who attended the meeting shall affix their signatures to the minutes.

Article 43 The shareholders shall exercise their voting rights at the shareholders’ meetings on the basis of their respective percentage of the capital contributions unless it is otherwise prescribed by the articles of association.

Article 44 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the shareholders’ meeting shall be provided for in the articles of association.

A resolution made at a shareholders’ meeting on revising the articles of association, increasing or reducing the registered capital, merger, split-up, dissolution or change of the company form shall be adopted by the shareholders representing 2 / 3 or more of the voting rights.

Article 45 The board of directors established by a limited liability company shall be composed of 3 up to 13 members unless it is otherwise provided for in Article 51 of this Law. If a limited liability company established by 2 or more state-owned enterprises or other state-owned investors, the board directors shall include representatives of the employees of this company. The board directors of any other limited liability company may also include representatives of the employees of the company concerned. The employees’ representatives who are to serve as board directors shall be democratically elected by the employees of the company through the general assembly of the representatives of employees, employees’ assembly of the company or in any other way. The board of directors shall have one chair and may have one or more deputy chairman. The appointment of the chairman and deputy chair shall be specified in the articles of association.

Article 46 The term of office of the directors shall be provided for by the articles of association, but each term of office shall not exceed 3 years. The directors may, after the expiry of their term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the directors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of directors prior to the expiry of their term of office, the original directors shall, before the newly elected directors assume their posts, perform the powers of the directors in accordance with the laws, administrative regulations, as well as the articles of association.

Article 47 The board of directors shall be responsible for the shareholders’ meeting and exercise the following functions:
(1)Convening shareholders’ meetings and presenting reports thereto;
(2)Adopting resolutions made at the shareholders’ meetings;
(3)Determining the operational plans and investment plans;
(4)Working out the company’s annual financial budget plans and final account plans;
(5)Working out the company’s profit distribution plans and loss recovery plans;
(6)Working out the company’s plans on the increase or reduction of registered capital, as well as on the issuance of corporate bonds;
(7)Working out the company’s plans on merger, split-up, change of the company form, dissolution, etc.;
(8)Making decisions on the establishment of the company’s internal management departments;
(9)Making decisions on hiring or dismissing the company’s manager and his remuneration, and, according to the nomination of the manger, deciding on the hiring or dismissal of vice manager(s) and the person in charge of finance as well as their remuneration;
(10)Working out the company’s basic management system; and
(11)Other functions as specified in the articles of association.

Article 48 A meeting of the board of directors shall be convened and presided over by the chairman of the board of directors. If the chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by the deputy chairman of the board of directors. If the deputy chairman of the board of directors is unable or fails to perform his duties, it may be convened or presided over by a director jointly recommended by half or more of the directors.

Article 49 Unless it is otherwise provided for by this Law, the discussion methods and voting procedures of the board of directors shall be specified by the articles of association.

The board of directors shall make minutes of the decisions about the matters discussed at the meetings thereof. The shareholders who attend the meeting shall affix their signatures to the minutes.

In the voting on a resolution of the board of directors, one person shall have one vote.

Article 50 A limited liability company may have a manager, who shall be hired or dismissed upon decision of the board of directors. The manager shall be responsible for the board of directors and shall exercise the following powers:
(1)Taking charge of the management of the production and business operations of the company, organizing the implementation of the resolutions of the board of directors;
(2)Organizing the execution of the company’s annual operational plans and investment plans;
(3)Drafting plans on the establishment of the company’s internal management departments;
(4)Drafting the company’s basic management system;
(5)Formulating the company’s concrete bylaws;
(6)Proposing to hire or dismiss the company’s vice manager(s) and person in charge of finance;
(7)Deciding on the hiring or dismissal of the persons-in-charge other than those who shall be decided by the board of directors; and
(8)Other powers conferred by the board of directors.

If the articles of association provide otherwise for the powers of managers, the articles of association shall be followed. The manager attends the meetings of the board of directors as a non-voting representative.

Article 51 For a limited liability company with a relatively small number of shareholders or for a relatively small limited liability company, it may have an acting director and no board of directors. The acting director may concurrently hold the post of the company’s manger.

The powers of the acting director shall be specified in the articles of association.
Article 52 A limited liability company may set up a board of supervisors, which shall be composed of at least 3 persons. For a limited liability company in which there is a relatively small number of shareholders or which is relatively small in scale, it may have 1 or 2 supervisors and does not have to establish a board of supervisors. The board of supervisors shall include shareholders'' representatives and representatives of the employees’ of the company at an appropriate ratio to be specifically prescribed in the articles of association. The employees’ representatives who are to serve as members of the board of supervisors shall be democratically elected by the employees of the company through the assembly of the employees’ representatives, or employees’ assembly or by any other means. The board of supervisors shall have one chairman, who shall be elected by half or more of all the supervisors. The chairman of the board of supervisors shall convene and preside over the meetings of the board of supervisors. If the chairman of supervisors is unable to or does not perform his duties, the supervisor recommended by half or more of the supervisors shall convene and preside over the meetings of the board of supervisors.
No director or senior manager may concurrently work as a supervisor.

Article 53 Each term of office of the supervisors shall be 3 years. The supervisors may, after the expiry of their term of office, hold a consecutive term upon re-election. If no reelection is timely carried out after the expiry of the term of office of the supervisors, or if the number of the members of the board of directors is less than the quorum due to the resignation of some directors from the board of supervisors prior to the expiry of their term of office, the original supervisors shall, before the newly elected supervisors assume their posts, exercise the powers of the supervisors in accordance with the laws, administrative regulations, as well as the articles of association.

Article 54 The board of supervisors or supervisor of a company with no board of supervisors may exercise the following powers:
(1)To check the financial affairs of the company;
(2)To supervise the duty-related acts of the directors and senior managers, to put forward proposals on the removal of any director or senior manager who violates any law, administrative regulation, the articles of association or any resolution of the shareholders’ meeting;
(3)To demand any director or senior manager to make corrections if his act has injured the interests of the company;
(4)To propose to call interim shareholders’ meetings, to call and preside over shareholders’ meetings when the board of directors does not exercise the function of calling and presiding over shareholders’ meetings as prescribed in this Law;
(5)To put forward proposals at shareholders’ meetings;
(6)To initiate actions against directors or senior managers in accordance with Article 152 of this Law; and
(7)Other duties as provided for by the articles of association.

Article 55 The supervisors may attend the meetings of the board of directors as non-voting attendees, and may raise questions or suggestions about the matters to be decided by the board of directors.

If the supervisors of the board of supervisors or supervisor of the company with no board of directors find(s) that the company is running abnormally, they (he) may make investigations. Where necessary, they (he) may hire an accounting firm to help them (him) with the relevant expenses being born by the company.

Article 56 The board of supervisors shall hold meetings at least once a year. The supervisors may propose to hold interim meetings of the board of supervisors.

The discussion methods and voting procedures of the board of supervisors shall be specified in the articles of association unless it is otherwise provided for in this Law.

A resolution of the board of supervisors shall be adopted by half or more of the supervisors. The board of supervisors shall make minutes for the resolutions about the matter it discusses, which shall be signed by the supervisors in presence.

Article 57 The expenses necessary for the board of supervisors or supervisor of a company with no board of supervisors to perform its duties shall be borne by the company.

Section 3 Special Provisions on One-person Limited Liability Companies

Article 58 The provisions of this Section shall apply to the establishment and organizational setup of a one-person limited liability. For any matter not touched by this Section, it shall be governed by Sections 1 and 2 of this Chapter.

The term “one-person limited liability company” as mentioned in this Law refers to a limited liability company with only one natural person shareholder or legal person shareholder.

Article 59 The minimum amount of registered capital of a one-person limited liability company shall be RMB 100, 000 yuan. The shareholder shall, in a lump sum, pay the capital contributions as specified in the articles of association.

One natural person is allowed to establish merely one one-person limited liability company, which shall not establish any further one-person limited liability company.

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