China Corporate Laws

this is devoted to general corporate law practice that is necessarily unique to a foreign invested company in China,for example,corporate governance,corporate changes in registered capital, share structure.

Case Report: Shareholder Not Liable for Company’s Debts Prior to Expiry of Capital Contribution Time Limit

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In the past, we have written posts about going after shareholders for debts incurred by companies they invest so long as such shareholders still have outstanding subscribed capital to be paid.

Shareholder Liability for Corporate Debts

China Registered Capital Reform and Its Implications on Your China Businesses

Can Company’s Creditors Go After Shareholders

Update on Shareholder Liability in Regard of Subscribed Capital in a China Company

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We should have written this post earlier.

On this blog, in old posts, we mentioned the shareholder liability in regard of their subscribed capital contribution:

Can company’s creditors go after shareholders who have not paid up subscribed capital?

Registered capital, the greater, the better? Not really!

Sample Business License of a China Company with Registered

Inheritance of Corporate Shares of a China Company (IV)

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We have already written a few articles regarding inheritance by foreigners of corporate shares (a stock company limited by share) or equity interests (a general limited liability company) in a China company, where typically the deceased is a Chinese citizen being a shareholder in a China domestic company and the heirs (often spouse and children) have already…

Case Report: New Factual Situation for Lifting Corporate Veil under China Laws

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Limited liability has been recognized as one of the fundamental features of companies and corporations throughout world, which was heralded as great an invention as the steam engine.

Under Chinese laws and in Chinese judicial practice, it has proven that it is difficult to get the court to pierce the corporate veil, a metaphor referring to the limited liability…

Inheritance of Corporate Shares in a China Company (III)

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This is the third post regarding inheritance of corporate shares in a China company. Again it is about a special situation that may become more and more in reality with more and more Chinese riches migrating to foreign countries.

I. Facts of the Case

In 2002, a Chinese husband set up a trading company with a third party, and business went well. In 2006, the…

Share Repurchase under China Company Laws – Commentary on China Supreme Court Ruling

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[For a PDF version of this post, please click here.]

Sparked by court cases in private equity investment world recent years, share repurchase by the company (whose shares are being repurchased) has been a hot topic in the legal arena. Foreign investors in China may well be involved in such a share repurchase arrangements, and it is of interest to foreign investors…

Can Company’s Creditors Go After Shareholders Who Have Not Paid up Subscribed Capital?

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This is not a new topic on this blog. However, it prompted me to look further into the issue when I realized that in judicial practice, courts are actually very much divided on this issue.

Following the company registered capital reforms initiated back at the end of 2013, the market has witnessed many newly setup companies that have a huge amount of registered …

Watch out your manager for your China business

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Just recently a client of mine, a foreign company that has a subsidiary business presence in China, approached me for a service to investigate some suspicious dealings that were made by one of his senior manager in Shanghai subsidiary.

The foreign parent company apparently discerned something fishy from a decline in profits of the subsidiary company and commenced…

Rights for minority shareholders under China Company Law

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Being a minority shareholder in a China limited liability company can be a nightmare for investors, foreign or domestic. You get stuck there with no hope and find yourself no easy exit. I have witnessed many such sad stories happening to foreign clients who participated in Sino-foreign equity joint ventures.

So it will be meaningful for investors to know what…

China Company Registered Capital Reform and its Implications on Your China Business

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It has been more than two years since China launched its reform on corporate registered capital (also termed as legal capital) regime with a view to reviving and boosting investment by the grassroots people. Apparently, it has been a successful reform so far. But in the meantime, this reform has its far-reaching bearing on the way companies are funded and on …

中国公司法下的股东知情权诉讼的注意要点

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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

Case3: 徐尚忠诉北京永盛联机电产品有限公司股东知情权纠纷案

Case4:重庆会山置业发展有限公司与汪建国股东查阅权纠纷上诉案

Case5:张旭与上海望春花服装贸易有限公司股东知情权纠纷案

Case6:源铭咖啡(上海)有限公司与张凯莉(CHANGKHAILEEKELLY)股东知情权纠纷上诉案

Case7:上海中友实业有限公司与上海金蕾丝花边绣品有限公司股东知情权纠纷上诉案…

Legal personality of Corporation and limited liability

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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 …

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