Company Law of the People's Republic of China (2023 Revision)
Primary company-law entry, emphasizing general provisions, registration, publicity, shareholder responsibility, resolution validity, capital-transition rules, and dissolution.
This page now focuses on the China law corpus only. Every record keeps an on-site entry and a prominent official full-text link.
The 2023 Company Law is pinned first, alongside the Securities Law and the Civil Code legal-person materials.
Primary company-law entry, emphasizing general provisions, registration, publicity, shareholder responsibility, resolution validity, capital-transition rules, and dissolution.
The foundational statute for Chinese listed-company and securities governance, seeded here with a paired Chinese-English excerpt.
This entry isolates the Civil Code provisions on legal persons, profit-making legal persons, legal representatives, domicile, liquidation, and termination.
Includes the Company Law, Securities Law, Civil Code, and other national legislation adopted by the NPC or its Standing Committee.
Primary company-law entry, emphasizing general provisions, registration, publicity, shareholder responsibility, resolution validity, capital-transition rules, and dissolution.
The foundational statute for Chinese listed-company and securities governance, seeded here with a paired Chinese-English excerpt.
This entry isolates the Civil Code provisions on legal persons, profit-making legal persons, legal representatives, domicile, liquidation, and termination.
The principal pre-2023 baseline for version-chain comparison and transition analysis.
The current Partnership Enterprise Law, revised in 2006 and effective from 1 June 2007, establishes the unified framework for general partnerships, special general partnerships, and limited partnerships.
The 2014 amended securities-law text and the last version before the 2019 second comprehensive revision.
The 2013 amended text, effective on March 1, 2014, and the full version immediately preceding the 2018 share-repurchase amendment.
The 2013 amended text, useful for tracing the pre-2014 structure of public offerings, continuing disclosure, and listed-company acquisition rules.
The comprehensive 2005 revision that served as the base text before the 2013 and 2018 partial amendments.
The comprehensive 2005 securities-law revision that served as the base text before the 2013 and 2014 partial amendments.
The second amended text and the last version before the comprehensive 2005 revision.
The first amended securities-law text and the transitional version immediately preceding the 2005 comprehensive revision.
The first amended text, useful for studying the pre-2005 governance framework after the 1999 adjustments, including the added high-tech joint-stock company clause.
The original enactment that established the basic framework for securities offerings, trading, disclosure, and listed-company acquisitions in China.
The original 1997 Partnership Enterprise Law, effective on 1 August 1997, focused on general partnerships and predates the 2006 introduction of limited and special general partnerships.
The first Company Law of the PRC, adopted on December 29, 1993 and effective on July 1, 1994, established China's modern company-law framework and serves as the baseline for tracing the first-generation structure of limited liability companies, joint stock companies, listed companies, and corporate bonds.
Includes State Council administrative regulations on company, legal-person, and capital-registration governance.
The key State Council regulation bridging the 2023 Company Law and the reset of contribution timing for existing companies.
The baseline State Council regulation unifying registration rules for companies, partnerships, sole proprietorships, and other market entities, making it a core text for company-registration research.
The core State Council regulation governing enterprise-name structure, filing, use, and disputes, serving as the upper-level basis for company-name review in registration practice.
The current 2019 registration measure consolidates the 1997, 2007, 2014, and 2019 revisions and remains the core State Council regulation on partnership registration.
State Council Order No. 567 opened the partnership form to foreign enterprises and individuals and linked foreign-investment policy with partnership registration requirements.
The final revised text of the Enterprise Legal Person Registration Regulation before the unified market-entity registration regime, useful for transition comparison.
The final State Council revision of the Company Registration Regulation before the unified market-entity registration regime, and the last dedicated administrative regulation on company registration before the 2022 shift.
A key consolidated text after capital-registration reform, removing former minimum-capital and capital-verification requirements and serving as the pivotal post-new-Company-Law registration regime.
The 2014 consolidated registration measure restated the 1997 text as revised in 2007 and 2014 for easier reference and implementation.
The 2007 revision aligned the registration regime with the revised Partnership Enterprise Law, including limited-partnership and updated filing requirements.
The original 1997 State Council registration measure establishing the administrative framework for partnership establishment, change, cancellation, and branch registration.
The original Company Registration Regulation, establishing the State Council-level framework for company incorporation, alteration, deregistration, and registration authority.
The original Enterprise Legal Person Registration Regulation, which long served as the basic administrative regime for the registration of enterprise legal persons before the unified market-entity system.
Centered on Supreme People's Court judicial interpretations, with SPC rule materials and local high court company-guidance materials shown separately.
The core transition interpretation for old/new Company Law questions, excerpted here for temporal-application rules and commencement.
Current text, originally adopted in 2010 and revised in 2020, covering formation-stage foreign-invested-enterprise disputes, approval-linked contract effectiveness, equity confirmation, equity transfer, and nominee-shareholding relationships.
Current revised text incorporating the 2014 and 2020 amendments to the SPC's core dissolution and liquidation interpretation.
The current text builds on the 2011 interpretation and incorporates the 2014 and 2020 revisions, remaining the central operative interpretation on company formation, contribution, capital withdrawal, equity confirmation, and nominee-shareholding disputes.
The current text builds on the 2019 interpretation and continues in force after the 2020 revision, focusing on harmful related-party transactions, compensation after director removal, implementation of profit distributions, and remedies for severe shareholder deadlock.
Focuses on creditor-rights exercise, the treatment of pre-bankruptcy compulsory-liquidation and enforcement expenses after acceptance of a bankruptcy petition, and the interface of claim recognition and distribution in the insolvency process.
Addresses corporate resolution validity, shareholder inspection rights, dividend rights, pre-emption rights, and derivative litigation, making it a key governance interpretation.
Current revised text addressing transition from the 2005 Company Law, filing windows for resolution challenges, and the continuous-holding period for derivative suits.
A key interpretation on debtor-property identification, avoidance powers, reclamation rights, and the transition from compulsory liquidation to bankruptcy.
A foundational interpretation on acceptance standards for bankruptcy cases, the tests for inability to pay due debts and obvious lack of solvency, and the procedural bridge from liquidation disputes into bankruptcy.
The 2019 original text focused on harmful related-party transactions, compensation after director removal, implementation of profit distributions, and remedies for severe shareholder deadlock, and serves as the base version for the later revised text.
The 2011 original text first systematized rules on company formation, capital contribution, capital withdrawal, shareholder status, and nominee shareholding, and serves as the base version for later revisions.
Original text systematizing dissolution suits, court-supervised liquidation, and the liability of liquidation obligors.
Original text addressing transition from the 2005 Company Law, filing windows for resolution challenges, and the continuous-holding period for derivative suits.
Not a formal judicial interpretation, but still a high-frequency reference point in company, guarantee, VAM, and liquidation disputes.
A major bankruptcy-policy text covering execution-to-bankruptcy transfer, treatment of equity-holder interests, disposition of debtor assets, and procedural coordination.
A key adjudication-policy document that elaborates compulsory liquidation procedure, liquidation-team appointment, impossible-liquidation termination, and liability of liquidation obligors.
A public exposure draft released by the Supreme People's Court on September 30, 2025. As verified for this site on May 15, 2026, it remains non-effective reference material; the draft expressly provides that, once effective, it would repeal Company Law Interpretations I through V.
A recent Guangdong High Court policy opinion that systematizes bankruptcy rescue, market exit, pre-reorganization, credit repair, and cross-border insolvency cooperation.
A Beijing High Court trial opinion on mass securities disputes that refines multi-track dispute resolution, model-judgment practice, and investor-protection mechanisms for securities-related corporate litigation.
A Guangdong High Court guideline establishing specialized rules for bankruptcy, compulsory liquidation, fast-track adjudication, and risk control in zombie-enterprise cases.
A core Shanghai High Court guideline on bankruptcy adjudication, covering case acceptance, reorganization screening, substantive consolidation, administrator duties, and asset disposal.
A Beijing High Court policy opinion that sets out fast-track bankruptcy mechanisms, simplified procedure, unified asset search, and reference use in compulsory liquidation matters.
A foundational Beijing High Court procedural rulebook covering case acceptance, administrator appointment, claims filing, reorganization, and liquidation in enterprise bankruptcy matters.
An official Guangdong High Court white paper on securities misrepresentation litigation, covering centralized jurisdiction, model-judgment practice, mediation, and listed-company disclosure governance.
An official Shanghai High Court white paper summarizing trends, hard issues, and institutional innovation in financial-commercial and securities-misrepresentation adjudication.
An official Jiangsu High Court report using 2012-2016 case data and adjudication experience to map recurring issues in company formation, governance, and termination disputes.
Includes central-regulator rules such as those from the CSRC and SAMR, with exchange listing rules shown separately.
The CSRC's 2025 revised governance code, central to the regulatory layer for listed-company governance.
The SAMR rule implementing Company Law Article 241 by detailing notice, objection, and deregistration procedures for companies long inactive after revocation, closure, or license cancellation.
The joint SAMR-PBOC measure setting modern rules for registration filers and agents, including identity checks, practice records, anti-fake-registration controls, and anti-money-laundering duties.
Creates a unified framework for deferred and exempted disclosure where state-secret, commercial-secret, and similar concerns arise, while imposing internal approval, registration, and follow-up control duties.
The core CSRC departmental rule for listed-company M&A and major asset reorganizations. The 2025 revision introduced staged share consideration, a simplified review track, and new-Company-Law alignment updates.
The post-Company-Law revision of the CSRC rules governing shareholders' meetings of listed companies, covering convening, proposals, notices, voting, resolution disputes, and regulatory responsibility.
Operationalizes how listed-company articles should reflect the Company Law, board structure, and committee design.
The joint SAMR-archives rule standardizing the collection, retention, transfer, access, and digital management of business-entity registration archives.
A CSRC guideline linked to the SPC-CSRC listed-company bankruptcy reorganization minutes, covering delisting-risk self-review, disclosure, share lockups, reorganization-income recognition, and treatment of performance-compensation commitments.
SAMR's implementing rule operationalizing capital, registration, and filing requirements after the new Company Law and State Council capital rules.
Sets dedicated requirements on internal responsibility, tools, disclosure, and negative constraints for market-value management, with more explicit duties for companies in major indices.
Sets the core requirements on lock-up, trading windows, reporting, and disclosure for shares held by directors, supervisors, and senior management of listed companies.
Recasts the listed-company share-reduction regime at the rule level, tightening controls on controlling shareholders, actual controllers, and senior management while strengthening pre-disclosure, timing restrictions, and liability.
Governs the purposes, conditions, procedures, disclosure, and follow-on handling of listed-company share repurchases, making it a core rule at the intersection of capital operations and shareholder return.
Refines the rule layer on dividend policy, cash-dividend procedures, interim dividends, and scrutiny of abnormally high payouts, making it a key investor-return guideline for listed companies.
The current SAMR rule detailing prohibited and restricted wording, similarity review, name disputes, and registrar responsibilities for enterprise-name administration.
The CSRC's dedicated rule on listed-company independent directors, covering qualifications, nomination, performance, protections, and liability design.
The main SAMR implementing rule detailing applications, documentation, electronic processing, filings, and supervision under the unified market-entity registration regime.
The basic CSRC rule for the supervision of NEEQ and other non-listed public companies, covering public transfer, public offering, corporate governance, ongoing supervision, and liability.
Provides a dedicated disclosure regime for non-listed public companies, covering listing on the NEEQ, periodic and ad hoc reports, tiered disclosure, and intermediary responsibilities.
The foundational CSRC rule for continuous disclosure by listed companies, covering periodic reports, ad hoc reports, fair disclosure, voluntary disclosure, and insider-information controls.
The foundational CSRC rule on takeovers, stake-building, tender offers, and management buyouts of listed companies, forming the backbone of control-transaction and ownership-disclosure regulation.
The 2022 Articles Guidelines revision aligned with registration-system reform and listing-rule updates, serving as the immediate predecessor to the 2025 Company-Law-aligned revision.
The 2019 revised registration provisions for foreign-invested partnerships reflected the transition to the Foreign Investment Law, but later became a historical reference after SAMR's 2021 repeal clean-up.
The key modernized revision of the governance code built on the 2002 text and the principal governing version before the 2025 revision.
The implementing rules for the Enterprise Legal Person Registration Regulation, detailing names, domicile, business scope, registration archives, and deregistration procedure before the unified market-entity reform.
The important 2016 revision of the Articles Guidelines, refining shareholder-meeting, board, and supervisory-board clauses as the direct predecessor to the 2022 and 2025 versions.
The key 2014 amendment node for the takeover measures, revised alongside the M&A reorganization regime and serving as the principal mid-cycle version before 2020.
A major mid-cycle revision reshaping review, backdoor listing, and supporting financing rules for major asset reorganizations before the 2025 overhaul.
The starting text of the listed-company major-asset-reorganization regime, establishing the basic framework for transaction qualification, review, and disclosure.
The starting point of the listed-company continuous-disclosure regime, laying out the basic structure for periodic reports, ad hoc reports, and insider-information controls.
A foundational takeover-rule text governing disclosure of shareholding changes, tender offers, negotiated acquisitions, and management buyouts of listed companies.
The starting text of China's listed-company governance framework, covering shareholders' meetings, boards, supervisors, independent directors, and disclosure basics.
The BSE's 2025 rules help the China corpus cover the mainland's major exchange governance architecture.
The SSE's April 2025 listing rules are a key exchange-layer source for listed-company governance and disclosure.
The SZSE's 2025 revision works alongside the CSRC governance code and anchors Shenzhen market governance obligations.
Collects high-value local materials on business environment, company registration, and special-zone company organization, starting with Beijing, Shanghai, Shenzhen, and early Shenzhen company ordinances.
Shenzhen's comprehensive special-zone regulation on business environment, effective from January 1, 2021. Its company-law relevance lies in its combined coverage of commercial-registration reform, deregistration and removal of market entities, reorganization and personal-bankruptcy interfaces, financing facilitation, and protection of enterprise rights.
The current comprehensive Beijing local regulation on business environment. After the 2024 revision, it continues to structure the subject around market environment, government services, regulatory enforcement, and legal safeguards, while retaining company-registration facilitation rules on shared addresses, standardized domicile registration, and registration-confirmation reform in the Beijing free trade zone.
Shenzhen's current core special-zone regulation on commercial registration. After the 2020 revision, it continues to serve as the local foundation for establishment, change, deregistration, branch registration, public disclosure, and abnormal-operation listing of market entities, making it especially useful for research on company-registration facilitation.
Shanghai's current domicile-registration measure for business entities, effective from March 20, 2024. It is especially valuable because it uniformly covers companies, partnerships, sole proprietorships, self-employed businesses, and foreign company branches, while integrating the rules on multiple licenses at one address, one license for multiple business premises, and the standardized domicile-registration database.
An early Shenzhen special-zone text on joint stock limited companies from the formative period around the adoption of the national Company Law. It is useful for tracing Shenzhen's experimental design on incorporation, capital structure, corporate organs, and shareholder rights.
This 1994 Shenzhen government rule elaborated the capital thresholds, promoter requirements, and registration procedures for sponsor and public-share incorporation of joint-stock limited companies, making it an important supplement for understanding early Shenzhen incorporation law.
An early Shenzhen local regulation on limited liability companies, reflecting the city's own design on shareholder contributions, corporate organs, directors' and managers' duties, and supervisory mechanisms. It is especially useful when read against the national Company Law text.
The 1999 Shenzhen special-zone regulation on wholly state-owned limited companies provided local rules on formation requirements, board structure, shareholder powers, and capital standards. It serves as a historical source for studying local corporatization design for state-owned enterprises.
The 2015 Shanghai enterprise-domicile measure was the predecessor of the current 2024 business-entity domicile rules. It focused on enterprises and branch premises, while preserving early reform designs on common registry offices, multiple licenses at one address, and simplified domicile-proof requirements.