New Company Law Application Guide (Revised Edition,)

Author: Zhao Xudong
Publisher:
Publish Date: 2006-07-01
Features: The long-awaited corporate law amendment, which has garnered widespread attention from all sectors of society and taken nearly two years to complete, has finally come to fruition. The 18th session of the Standing Committee of the 10th National People's Congress has revised and passed the new "Company Law of the People's Republic of China." The Company Law is a crucial legal document in China's socialist market economy legal system. It plays a pivotal role in establishing modern enterprise systems, regulating corporate organization and behavior, protecting the rights and legitimate interests of companies, shareholders, and creditors, maintaining social and economic order, and promoting the development of the socialist market economy.
The recent amendment to the Company Law covers a broad range of topics, involves significant changes, and affects numerous articles, constituting a major overhaul. According to rough estimates, the new Company Law includes 224 amendments, with 41 newly added articles, 46 deleted articles, and 137 revised articles. Articles with no changes account for less than 10% of the total number of articles in the original Company Law. At the same time, this major revision is not merely a superficial alteration of text and wording but represents extensive substantive breakthroughs and innovations in systems and rules, as well as the redesign of many important systems and rules.
The revision and reform of the Company Law are of great significance, with direct and practical impacts on China's legislative, judicial, and enforcement processes for the Company Law, corporate practices, corporate law theory, and the overall development and modernization of China's market economy. Theoretically, the recent amendment to the Company Law has made significant breakthroughs and innovations in many systems and rules, which will undoubtedly drive further advancements in the principles of Chinese corporate law theory. After the promulgation of the new Company Law, a major task for the corporate law academic community will be to comprehensively summarize and evaluate the achievements of this amendment, learn from the latest developments in corporate legislation and theory worldwide, conduct in-depth discussions and analyses on certain major issues, provide new interpretations and explanations for certain legal principles and doctrines, and further enrich, refine, and develop corporate law theory that reflects contemporary characteristics and meets the needs of China's reality.
With the promulgation of the new Company Law, a new wave of learning, publicity, and research on the new law will emerge across society. Institutions nationwide, including legal academies, judicial authorities, corporate enterprises, and law firms, will face the task of relearning and updating their knowledge. Existing textbooks and reading materials on the Company Law will also need to be comprehensively revised and updated in line with the new law.
At this juncture, we have organized the writing of this series of books on the new Company Law, based on its content and structure. The series consists of eight volumes, each tailored to the needs and demands of readers from various fields, levels, professional backgrounds, and business directions, with different content, formats, depths, and styles. The books in this series were written by members of the Corporate Law Amendment Research Group of China University of Political Science and Law. Over the past two years, this research group has undertaken several legislative research projects, including the "Study on Improving the Legislative Framework for Corporate Governance Structure in China" commissioned by the General Office of the State Council, the "Legislative Suggestions for the Amendment of the Limited Liability Company Section of the Company Law" proposed by the Commercial Law Research Society of the Chinese Law Society, and other corporate law amendment projects arranged by the Shanghai Economic and Legal Research Institute. We have completed multiple research outcomes, such as comparative studies on foreign corporate legislative practices, draft legislative proposals for the amendment of the Company Law, and supporting reports. Some of the content in this series is based on these research outcomes, further processed, organized, and refined according to the final amended provisions of the new Company Law.