Understanding Chinese Company Law, 3rd Edition

Author: Gu Minkang
Publisher: Hong Kong University Press
ISBN: 9789888390526
Published In: March 2017
Format: Hardback , 396 pages
Jurisdiction: China ? Disclaimer:
Countri(es) stated herein are used as reference only

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First published in 2006, Understanding Chinese Company Law covers the major topics in the area of company law in this fast-changing country. This third edition has incorporated the discussions on new laws and regulations that have sprung up over the past few years, including the China Company Law Amendment 2013 and the new Hong Kong Companies Ordinance (Cap. 622). In this new edition, besides offering an in-depth study of the 2013 Company Law, Gu Minkang addresses many new issues such as the zero capital system, shareholders’ right to know and right to profits, and a legal person’s human rights. The comparison between the Chinese and Hong Kong company laws is also updated accordingly.

This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.

Preface to the Third Edition
Preface to the Second Edition
Preface to the First Edition

CHAPTER 1: GENERAL INTRODUCTION
I. Short history of Chinese company law
II. Overview of existing problems
III. Research methodology of this book
IV. The evolution of Chinese company law
V. A brief introduction to Hong Kong company law
VI. A brief introduction to Taiwanese company law
VII. A brief introduction to American company law

CHAPTER 2: NATURE OF COMPANIES
I. Definition of companies
II. Types of companies
III. Nature of companies
IV. Incorporation versus incorporated
V. Branch companies and subsidiary companies
VI. Foreign companies

CHAPTER 3: CONSTITUTION OF COMPANIES
I. A company’s constitution
II. The nature of the articles of association
III. Articles of association should be filed or approved in China
IV. Powers of shareholders under the articles of association
V. Contents of the articles of association

CHAPTER 4: ESTABLISHMENT OF LIMITED LIABILITY COMPANIES
I. Introduction
II. Establishment
III. One-person company
IV. Establishment of a special LLC: A wholly state-owned company
V. Foreign-invested entities that are LLCs

CHAPTER 5: ESTABLISHMENT OF JOINT STOCK COMPANIES
I. Introduction
II. Issues concerning promoters
III. Establishment of JSCs
IV. Foreign-invested JSCs
V. Liabilities for an invalid incorporation

CHAPTER 6: SHAREHOLDERS’ MEETING
I. Issues of corporate governance
II. Shareholders’ meeting

CHAPTER 7: DIRECTORS AND BOARD OF DIRECTORS
I. Creation of directors
II. Duties of directors
III. Rights of directors
IV. The BOD
V. Managers
VI. A new issue: Separation of a company and its management power

CHAPTER 8: BOARD OF SUPERVISORS
I. Legal status and powers
II. Establishment of the BOS
III. Remaining problem: Supervisors versus independent directors

CHAPTER 9: OTHER ORGANS
I. Workers’ roles in corporate governance
II. Role of the Communist Party of China
III. Company secretaries

CHAPTER 10: CORPORATE FINANCE
I. Definition of capital
II. Legal meanings of corporate capital
III. Basic principles of corporate capital
IV. Formation of corporate capital
V. Issuance and classification of shares
VI. Company bonds
VII. Distribution of profits
VIII. Remaining issues

CHAPTER 11: MERGER AND ACQUISITION
I. Introduction
II. The possibility of M&As in China
III. Obstacles to foreign-involved M&As
IV. The legal issues on foreign-involved M&As
V. Forms of mergers
VI. Acquisitions
VII. Limitations on M&As
VIII. Procedures for mergers
IX. Takeover and corporate control
X. Division of companies

CHAPTER 12: BANKRUPTCY PROCEEDINGS
I. Introduction
II. Evolution of bankruptcy law
III. Developments under the new bankruptcy law
IV. Further improvements are required
V. Conclusion

CHAPTER 13: FUTURE CHINESE COMPANY LAW
I. Chinese company law should be further improved
II. China should adopt a unified company law

Index

Gu Minkang is a professor in the School of Law, City University of Hong Kong. He is also the first “Shanghai Oriental Scholar Chair Professor” at the East China University for Political Science and Law and serves as an arbitrator for various institutions, including the China International Economic and Trade Arbitration Commission, Shenzhen Arbitration Commission, and Shenzhen Court of International Arbitration.