LW6134 Chinese and Comparative Company Law

LW6134 course companion

Chinese and Comparative Company Law

This website was created by Professor Wang Jiangyu of City University of Hong Kong School of Law with Codex for his teaching and research only.

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
11 teaching units
601 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, Corporate Personality, and Company Purpose Start with the nature and purpose of the company, separate personality, limited liability, CSR/ESG, and how companies differ from partnerships, sole proprietorships, and individual businesses. 2. Formation, Registration, and Articles Follow the company from formation registration to articles of association, focusing on constitutive registration, public filing, business licences, false registration, charter autonomy, and comparative constitutional-document models. 3. Capital Contributions and Shareholder Finance Trace company capital from subscription to equity and bond financing, with emphasis on the five-year contribution period, authorized capital, class shares, no-par shares, convertible bonds, and creditor-facing capital maintenance. 4. Corporate Organs and Governance Map corporate governance theory, organ design, shareholder-board-manager-supervisor powers, audit committee reform, employee representation, and disputes over statutory authority. 5. Directors, Officers, Supervisors, and Controller Duties Explain the duty and liability system for directors, supervisors, senior managers, controlling shareholders, actual controllers, and securities-market gatekeepers. 6. Shareholder Rights and Minority Protection Study shareholder status, economic rights, governance participation, inspection, resolution challenges, oppression, buyout, derivative litigation, double derivative litigation, and dissolution as minority remedies. 7. Veil Piercing, Groups, and Creditors Examine when separate personality yields to creditor protection, especially in affiliated-company groups, undercapitalized operations, one-shareholder companies, and confused assets. 8. Listed Companies, Securities, and Disclosure Connect company law to securities regulation, listed-company governance, disclosure obligations, overseas listings, investor protection, market enforcement, and comparative public-company regimes. 9. State-Owned, Private, and Foreign-Invested Companies Study state-invested company governance, private-economy protection, Party leadership, state-asset supervision, accountability, compliance, and the foreign-investment controls that sit alongside company law. 10. Fundamental Corporate Changes: Mergers & Acquisitions, Takeovers, Dissolution and Liquidation Finish the course with fundamental corporate changes: mergers, divisions, business combinations, M&A deal structures, listed-company takeovers, dissolution, liquidation, deregistration, creditor protection, and comparative control-transaction law. 101. Private Equity: 中国与比较法上的私募和资管制度 Special Unit 1 introduces private equity, private funds, and asset management in China and comparative law, covering organization forms, private placement, manager duties, investor protection, asset-management regulation, cases, and comparative fund regimes.

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
Original judgment / decision