LW6134 Chinese and Comparative Company Law

LW6134 course companion

Chinese and Comparative Company Law

A student-first map of the revised PRC Company Law, source-linked Chinese materials, comparative common-law references, and guided exercises for seminar preparation.

Start with topics Browse sources
Open law materials with comparative governance notes
10 teaching units
196 source records
10 public exercises

How to prepare

Use each topic page as a seminar checklist

The site now gives each unit a public preparation path: sources first, cases second, comparative context third, and practice last.

Open topics Open exercises
  1. Read core law Start each unit with the statutes, rules, and judicial interpretations linked from the topic page.
  2. Review cases Move from source text to case facts, holdings, and remedial consequences.
  3. Compare readings Use scholarship and comparative materials to test where Chinese company law converges or diverges.
  4. Attempt the public exercise Apply the materials to the seminar problem before class without relying on model answers.

Syllabus-derived overview

What this site is for

CCCL organizes LW6134 around the revised PRC Company Law and the comparative materials students need for close reading, seminar preparation, and problem analysis. It keeps Chinese originals visible, labels translation status clearly, and separates public learning prompts from any private answer bank.

Learning outcomes

By the end of the course

  • Understand the revised PRC Company Law as a source of company formation, capital, governance, duty, and exit rules.
  • Compare Chinese company law with Hong Kong, Delaware, UK, Singapore, and transnational corporate-governance materials.
  • Read Chinese original authorities with clear citation discipline and explicit translation-status awareness.
  • Apply statutes, judicial interpretations, cases, and policy materials to seminar hypotheticals without relying on model answers.

Course map

Ten teaching units

View all
1. Business Forms and Corporate Personality Start with what a Chinese company is, why separate personality matters, and how limited liability differs from other business forms. 2. Formation, Registration, and Articles Follow a company from promoter planning to public registration, articles of association, business scope, and foreign-invested company status. 3. Capital Contributions and Shareholder Finance Study registered capital, subscribed contributions, payment deadlines, defective contribution liability, reductions, and creditor-facing finance rules. 4. Corporate Organs and Governance Understand shareholder meetings, boards, supervisors, audit committees, managers, employee representatives, and the allocation of corporate authority. 5. Directors, Officers, and Controller Duties Compare loyalty, diligence, conflict transactions, de facto control, controller liability, and comparative fiduciary-duty standards. 6. Shareholder Rights and Minority Protection Study voting, information rights, profit distribution, transfer restrictions, resolution challenges, derivative suits, and dissolution as minority remedies. 7. Veil Piercing, Groups, and Creditors Examine when separate personality yields to creditor protection, especially in affiliated-company groups and undercapitalized or confused operations. 8. Listed Companies, Securities, and Disclosure Connect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, and investor protection. 9. State-Owned and Foreign-Invested Companies Study special governance problems in state-invested companies and foreign-invested enterprises under the revised Company Law and investment regime. 10. Distress, Dissolution, and Liquidation Finish with exit: dissolution, deregistration, liquidation obligations, creditor notice, deadlock remedies, and the consequences of failed record preservation.

Starter sources

Core materials

Compare readings
law Mainland China English version

Company Law of the People's Republic of China (2023 Revision)

中华人民共和国公司法

The core statute for Chinese companies, covering legal personality, registration, capital, corporate organs, directors' duties, state-invested companies, bonds, accounting, restructuring, dissolution, liquidation, and liability.

Authority
National People's Congress
Citation
Revised 29 December 2023; effective 1 July 2024
Date
2024-07-01
Source English version
law Mainland China Official translation

Securities Law of the People's Republic of China

中华人民共和国证券法

The central securities statute for public offerings, trading, disclosure, investor protection, intermediaries, securities exchanges, supervision, and civil liability.

Authority
National People's Congress
Citation
Revised 28 December 2019; effective 1 March 2020
Date
2020-03-01
Source
case Mainland China Translation unavailable

Guiding Case No. 15: Xugong Group v. Chengdu Chuanjiao and Others

指导案例15号：徐工集团工程机械股份有限公司诉成都川交工贸有限责任公司等买卖合同纠纷案

A corporate personality and creditor-protection case involving affiliated companies, commingled business, overlapping personnel, and confusion of assets.

Authority
Supreme People's Court
Citation
Supreme People's Court Guiding Case No. 15
Date
2013-01-31
Source