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国务院关于原有有限责任公司和股份有限公司依照《中华人民共和国公司法》进行规范的通知 CIRCULAR OF THE STATE COUNCIL CONCERNING THE STANDARDIZATION OF EXISTING LIMITED LIABILITY COMPANIES AND COMPANIES LIMITED BY SHARES IN ACCORDANCE WITH THE COMPANY LAW OF THE PEOPLE'S REPUBLIC OF CHINA

2006-05-16 15:35   我要纠错 | 打印 | 收藏 | | |

国发(1995)17号
(July 3, 1995)
颁布日期:19950703  实施日期:19950703  颁布单位:国务院

  Prior to the Company Law of the People's Republic of China (hereinafter referred to as the Company Law), limited liability companies and companies limited by shares which were registered according to the relevant laws, administrative regulations, local regulations and “Standard Notes on Limited Liability Companies” and “Standard Notes on Companies Limited by Shares” as promulgated by the relevant departments of the State Council, are here in after referred to as existing limited liability companies and companies limited by shares, these companies have played an active part in the economic construction of our country. However, in certain aspects they do not fully conform with the conditions set out in the Company Law, thus according to the provisions of the Company Law the existing limited liability companies and companies limited by shares must be standardized in accordance with the Company Law. The following problems with regard to standardization are hereby notified:

  1. Requirements and Time Limit

  Existing limited liability companies and companies limited by shares must be standardized in strict accordance with the provisions of the Company Law and the accompanying laws and regulations. Companies which have under gone internal checking procedures and which already fully conform to the stipulated conditions may directly apply to the company registration authority for re-registration; existing companies limited by shares which have been approved for trading on a stock exchange by the securities management department of the State Council may apply directly to the company registration authority for re-registration and the company registration authority shall re-register them. Companies which have undergone internal checking procedures and which do not fully conform to the stipulated conditions shall standardize themselves, all companies which fully conform to the stipulated conditions within the stipulated time limit (before December 31, 1996) may apply to the company registration authority for re-registration; if they have not fully conformed to the stipulated conditions within the stipulated time limit, they cannot apply for re-registration and according to law they shall change their registration to become another type of enterprise, thus they may not use the words “limited liability company” or “company limited by shares” in their names.

  Close attention should be paid to standardization, this should not be a mere formality. During the process of standardization, the production and management activities of existing limited liability companies and companies limited by shares shall carry on as usual.

  2. Main Contents

  (1) The number of shareholders and promoters of a company shall comply with the statutory requirements. The number of promoters of an existing company limited by shares may maintain the status quo; in cases where the number of shareholders of a former limited liability company does not comply with the provisions of the Company Law, it shall be changed to comply with these requirements within the stipulated time limit.

  (2) The registered capital of the companies shall comply with the minimum amount required by the law, this being the capital actually contributed. The company's balance sheet at the end of last year shall be the criterion whereby capital is verified. In cases where the minimum amount is not met, shortfalls shall be supplemented within the stipulated time limit.

  (3) The formulation of the rules and regulations of a company and the matters clearly set out therein must comply with the provisions of the Company Law, anything that does not comply shall be amended and corrected within the stipulated time limit.

  (4) The establishment of the management structure of a company, the production procedures and the conditions of office of the directors, the chairmen of the board of directors, the supervisors and the conveyors of the supervisory committees shall comply with the provisions of the Company Law, anything that does not comply shall be rectified within the stipulated time limit.

  (5) A company's system of financial affairs and accounting shall comply with the provisions of the Company Law, anything that does not comply with the provisions shall be changed to comply with these requirements within the stipulated time limit.

  (6) The valuation and verification of company assets shall comply with the provisions of the Company Law, anything that does not comply shall be rectified within the stipulated time limit.

  In addition, after re-registration existing companies limited by shares which were approved for trading on a stock exchange by the securities management department of the State Council shall improve their organization and standardize their behavior.

  3. Re-registration and Organizational Guidance

  (1) Re-registration

  Existing limited liability companies and companies limited by shares shall apply to the company registration authority with which they originally registered for re-registration, these existing companies shall provide all the documentation required for re-registration; after re-registration the existing companies limited by shares shall report to the original company examination and inspection authority for the record. The specific requirements for re-registration shall be stipulated by the State Administration for Industry and Commerce together with other relevant departments.

  Company registration authorities at every level shall conscientiously exercise their functions and powers in strict accordance with the provisions of the Company Law and the accompanying laws and regulations, they shall earnestly carry out the work of re-registering the existing limited liability companies and companies limited by shares, as well as providing the departments responsible for organizational or guidance work with information concerning re-registration.

  If no items in the registration are altered when re-registering, the company registration authority shall charge the relevant fees according to the provisions; if any items in the registration are altered, the company registration authority shall charge a fee for altering the registration in accordance with the provisions for altering the registration. No other fees may be charged.

  (2) Organizational Guidance

  Work at state level on organizational guidance shall be carried out by the State Economic and Trade Commission, the State Commission for Restructuring the economy, the Ministry of Foreign Trade and Economic Cooperation, the People's Bank of China, the State Administration for Industry and Commerce, the State Administration of State Property, the Securities Commission of the State Council and other departments; organizational guidance work in each province shall be carried out by the people's government of each province, autonomous region or municipality directly under the Central Government.

  The people's government of each province, autonomous region or municipality directly under the Central Government and the relevant departments of the State Council shall enforce organizational guidance work, taking charge of its implementation, guaranteeing its quality, coordinating and settling any relevant problems, and creating good external conditions for the standardization of existing limited liability companies and companies limited by shares in accordance with the Company Law.

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