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Company Law of the Peoples Republic of China (2)
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来源：中国法律法规大全 点击数： 更新时间：2005-9-18 20:06:27 |
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CHAPTER TWO ESTABLISHMENT AND ORGANIZATIONAL SETUP OF
A LIMITED LIABILITY COMPANY
SECTION ONE ESTABLISHMENT
Article 19 The establishment of a limited liability company
shall be subject to the fulfillment of the following conditions:
1. The number of shareholders tallies with that provided for by law;
2. The investment contributed by shareholders reaches
the minimum amount of capital required by law;
3. Shareholders participate in the formulation of articles
of
association;
4. The company has a suitable name and its organizational
setup
complies with that of a limited liability company.
5. The company has fixed production or operational site(s)
and
necessary conditions for production or operations.
Article 20 A limited liability company shall be set up by
capital
contributions made up by at least two and no more than
50 shareholders. Investment entities or departments authorized by
the State may set up limited liability companies with sole
State
investment.
Article 21 A State-owned enterprise set up before
the
implementation of this law if can fulfill the condition
of a limited liability company under this law may be reorganized
into a solely State-owned limited liability company in the
case of an investment entity with a single investor, or
into a limited liability company as provided for in the first
paragraph of the preceding Article in the case of an
investment entity with many investors.
The steps and specific methods for State-owned
enterprises to convert into companies shall be formulated
separately by the State Council.
Article 22 The articles of association of a limited
liability company shall specify clearly:
1. Name and address of the company;
2. Scope of business of the company;
3. Registered capital of the company;
4. Names of shareholders;
5. Rights and obligations of shareholders;
6. Forms and amount of investment made by shareholders;
7. Conditions for shareholders to transfer their investment;
8. The organizations of the company and the methods
of
establishment, their powers and functions and rules of
procedures for meetings;
9. Legal representative of the company;
10.Grounds for dissolution of the company and
liquidation methods; and
11.Other matters deemed necessary by
shareholders.Shareholders should sign and seal the articles of
association of the company.
Article 23 The registered capital is the total amount
of
investment paid in by all the shareholders registered
with the registration department.
The amount of regi[1] [2] [3] [4] [5] 下一页
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