The Dilemma of Minority Shareholder in a China Limited Liability Company

Facts: a limited liability company (“LLC”) incorporated in 2013 in China has two shareholders with the majority shareholder having 60% of equity interests (there is no share in a China LLC, and equity is expressed in percentages), and the minority shareholder having 40%. The Company has a three-member board of directors with the majority shareholder…

中国公司法下的股东知情权诉讼的注意要点

下述文字是助理律师张雅璐的法律研究结果。对股东行使知情权要求查询公司财务状况的诉讼的要点问题进行归纳和总结

所引述的案例如下:

Case1:李淑君、吴湘、孙杰、王国兴诉江苏佳德置业发展有限公司股东知情权纠纷案

Case2:上海联华新新超市有限责任公司与上海新吴淞商贸总公司股东知情权纠纷上诉案…

Legal personality of Corporation and limited liability

Companies or corporations (in this text, a company is the same as a corporation unless otherwise indicated in the context) are so ubiquitous in our life and yet at law, companies are so elusive to define.

I am reading the book “Business Persons-A legal theory of the Firm” by Eric W. Orts, a law and economic professor at Wharton School, a nice piece …

Agency between Shareholders and Companies

This is more an academic thought than a practical tip.

I am reading the book “Agency, Partnership and the LLC” (2nd ed, West Nutshell Series)  by J. Dennis Hynes in particular to find support for my personal understanding of the agency relationship between shareholders/members and the companies/corporations they invest.

In China, law scholars seldom…

Who the hell has the right to represent a company in China?

This is a true story.  The question here may well boggle minds of fellow professionals in China.

I. Facts of the Case

A foreign investor has set up a wholly foreign owned enterprise (“WFOE“) in Shanghai, a limited liability company. The WFOE has a board of directors with three members, and one supervisor. One of the board member, a foreigner, was…

What is a legal person under Chinese laws

You may frequently encounter the phrase “legal person” when perusing legal articles about Chinese laws, in particular, corporate and business laws. However, you may inadvertently take the “legal person” in China as the same in your home country when it is actually not. which may lead to unmindful loss.

What is a legal person under

the Legal Implication of Corporate Seal in Chinese Corporate Practice

In China, every company, domestic or foreign invested, has a set of corporate chops, or corporate seals, in particular the common seal or the general corporate seal (Gong Zhang,公章), an instrumentality that is mandatory and indispensible for a legal entity to run and operate here.

However, to many foreign investors, this particular corporate…

The Concept of Legal Representative in China Corporate Laws

When advising foreign investor clients (esp, those from common law jurisdictions) on corporate governance structure of the company they invest, the concept of legal representative often causes great confusion and puzzle. There have been also frequent inquiries from people on what it means to them to be a legal representative of a company in China, as such…