中国与比较公司法
第一版以中国法律法规主库为中心，辅以案例、学术与实务文章链接，以及美国、英国、新加坡、香港、德国的比较法入口，强调权威来源、版本关系和双语可读性。
Chinese and Comparative Company Law
Version 1 centers on a China-first corpus of laws and regulations, supported by cases, linked commentary, and a lighter five-jurisdiction comparative layer spanning the United States, the United Kingdom, Singapore, Hong Kong, and Germany.
此网站由香港城市大学法律学院王江雨教授用Codex制作；所有个别文章版权归其原作者。 This website was created with Codex by Professor Wang Jiangyu of the School of Law, City University of Hong Kong; copyright in individual articles remains with their respective authors.
Enter by research task
China Laws and Rules
Browse China company-law materials by authority, issuing body, topic, and version chain.
casesChina Cases
Track guiding and reference cases through holdings and linked statutes.
articlesScholarship and Practitioner Articles
Metadata, abstracts, and outbound links only; no full-text hosting in v1.
comparativeComparative Law
A five-jurisdiction comparative layer for the United States, the United Kingdom, Singapore, Hong Kong, and Germany.
topicsTopic Comparisons
Topic pages connect capital, governance, and minority-protection materials.
CSR topic
A dedicated entry point for CSR, public-interest protection, and third-party protection, covering Supreme People's Court materials and officially published local-court cases.
Start with these high-value topics
CSR Topic: Corporate Social Responsibility, Public Interest, and Third-Party Protection
This CSR topic collects Chinese authorities on corporate social responsibility across Supreme People's Court guiding cases, gazette and database materials, and officially published intermediate- and basic-court cases on environmental harm, consumer protection, equal employment, and operational safety. It ties Company Law notions of social responsibility and separate legal personality to judicial rules protecting the public, consumers, workers, job applicants, and third parties.
Topic pageCompany Registration and Business Environment
Connects company formation, market-entity registration, enterprise-name administration, capital registration, domicile registration, and local business-environment rules in one research path.
Topic pageLegal Representative, Representative Authority, and Seal Control
Collects disputes over appointment, recognition, resignation, removal, identity contests, change or deletion registration, seizure or withholding of company seals and licenses, amendments to company agreements and articles that drive legal-representative changes, and the legal representative's external and internal liabilities.
Topic pageUltra Vires Conduct, Business Scope, and Authority Boundaries Topic
This topic assembles the core Chinese authorities on corporate ultra vires disputes, focusing on legal-representative guarantees without proper authorization, board and shareholder-organ overreach, external contract disputes caused by directors, officers, supervisors, or staff exceeding authority, and the modern treatment of contracts made beyond registered business scope.
Topic pageRegistered Capital and Contribution Disputes Topic
This topic collects core Chinese authorities on registered capital, shareholder contributions, and capital maintenance, focusing on contribution deadlines and acceleration, bad-faith extensions, share transfers used to evade contribution duties, capital withdrawal, debt set-off against contribution, supplementary creditor recovery, and capital-structure adjustments.
Topic pageCorporate Reorganization and Form Changes Topic
This topic collects Chinese authorities on basic corporate form changes and restructuring disputes, focusing on absorption mergers, acquisitions, asset reception, enterprise restructuring, debt succession before and after division, substantive consolidation in group reorganizations, and disputes arising from changes between limited companies, joint-stock companies, and one-person companies. The cases emphasize whether liabilities continue with assets, business operations, registration changes, or changes of form, and how courts police attempts to shed legacy debt through restructuring or acquisition arrangements.
Topic pageState-Invested Companies and State-Owned Equity Special Rules
This topic collects Chinese case law on the special rules governing state-invested companies, wholly state-owned companies, and the disposal of state-owned equity, with emphasis on the boundaries of state-investor powers, mandatory exchange procedures, approval duties, gratuitous transfers of state-owned legal-person shares, state-capital arrangements, and creditor protection.
Topic pageActual Controllers and Tunneling
Collects statutory framework, representative case law, and practical enforcement pathways for disputes involving actual-controller abuse, self-dealing related-party transactions, asset diversion, and unlawful financing behavior that harms corporate interests.
Topic pageRelated-Party Transactions and Tunneling Topic
This topic collects core Chinese authorities on related-party transactions, tunneling, and opportunity diversion, with emphasis on shareholder-loan transactions, undervalued asset transfers, self-dealing, same-premises competitor setups, derivative suits, resolution challenges, and loss calculation.
Topic pageDirectors, Supervisors, and Senior Managers: Duties, Liability, and Derivative Enforcement
This consolidated topic merges the former separate pages on fiduciary abuse, director-liability litigation, duties of directors and officers, and representative-action pathways into a single research entry. It collects core Chinese authorities on loyalty and diligence, related-party transactions, tunneling, corporate-opportunity diversion, derivative suits by supervisors or shareholders, resolution procedure, profit distribution, liquidation liability, and listed-company recovery actions.
Topic pageShareholder Inspection, Voting, and Dividend Rights
Collects Chinese authorities on three core shareholder rights: access to company information, participation in corporate voting, and receipt of dividends or profit distributions. The topic highlights standing and demand requirements, inspection of underlying vouchers, resolution validity and formation, nominee-shareholder voting, pre-emptive subscription in capital increases, forced profit distribution, and standing or procedural limits for dividend claims.
Topic pageShareholder Status Disputes
Collects authorities on the acquisition, recognition, loss, and denial of shareholder status, with emphasis on charter-based restrictions, dilutive capital increases, shareholder expulsion, nominee arrangements, equity transfers by way of security, incomplete equity gifts, impersonated registration, and successor acquisition of shares.
Topic pagePre-emption Rights and Equity Transfer Restrictions
Tracks pre-emption rights in external share transfers, the meaning of equal conditions, nominee-shareholding and beneficial-owner regularization, charter-based transfer restrictions, and the identification of security-oriented share arrangements.
Topic pageJoint-Stock Company Share Issuance and Transfer Topic
This topic collects core Chinese authorities on stock issuance, share transfer, and registration opposability in joint-stock companies, focusing on when a purported transfer is treated as an unauthorized public offering, the boundary between capitalization and new issuance, founder-share lock-up and transitional custody arrangements, registration and publicity effects for listed-company shares, and approval-related liability in transfers of financial-enterprise shares.
Topic pageVAM, Buyback, and Earnout Disputes
Collects core Chinese authorities on valuation adjustment mechanisms, performance compensation, share repurchase, and target-company guarantees, with emphasis on the doctrinal path from Haifu through Huagong and into the People's Court Case Database.
Topic pageCompany Dissolution and Compulsory Liquidation
This topic collects Chinese authorities on company deadlock, judicial dissolution, voluntary and compulsory liquidation, and conversion from compulsory liquidation into bankruptcy, focusing on when deadlock justifies dissolution, when conflict is still insufficient, how liquidation-duty and false-liquidation liability are allocated, and how compulsory liquidation interacts with going-concern preservation and later bankruptcy proceedings.
Topic pageCorporate Veil Piercing Topic
This topic collects core Chinese veil-piercing authorities, focusing on affiliated-company commingling, one-person-company asset separation, allocation of the burden of proof, and extensions of veil-piercing doctrine to environmental liability and debt-evasion scenarios such as professional closure operators.
Topic pageListed Company Governance
This topic collects core Chinese authorities on listed-company governance and listed-company-specific rules, including insider accountability, investor-protection derivative suits, the line between lawful transfers and disguised public offerings, split-share-reform capitalization, pre-listing buyback clauses that must be cleared, NEEQ placement disclosure duties, and the special publicity and registration rules governing listed-company shares and capital-market transactions.