introductory Unit 2

Formation File Review

Formation, Registration, and Articles

Facts

A proposed company has draft articles, a lease signed by a promoter, a foreign investor with 30 percent of the equity, and a business scope that includes online education and consulting.

Questions

  1. Which documents are corporate formation documents?
  2. Which issues require public registration?
  3. Which issues may require separate foreign-investment or sectoral analysis?

Hints

Do not merge registration, investment access, and private contract questions. Put each issue in its own column.

Discussion Guide

Students should identify articles, registered capital, legal representative, business scope, and investor information as distinct issues. The exercise should leave room for students to flag missing facts rather than invent approvals.

Exercise sources

Linked resources

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
regulation Mainland China English summary

Administrative Regulation on the Registration of Market Entities

中华人民共和国市场主体登记管理条例

A unified registration framework for companies and other market entities, covering registered items, procedures, deregistration, and market-exit administration.

Authority
State Council
Citation
State Council Decree; effective 1 March 2022
Date
2022-03-01
law Mainland China Official translation

Foreign Investment Law of the People's Republic of China

中华人民共和国外商投资法

The framework statute for foreign investment access, promotion, protection, information reporting, national treatment, negative lists, and foreign-invested enterprise governance.

Authority
National People's Congress
Citation
Adopted 15 March 2019; effective 1 January 2020
Date
2020-01-01
law Mainland China English summary

Civil Code Article 505: Contracts Beyond Business Scope

《民法典》第505条:超越经营范围订立合同的效力

Statutory rule that contracts entered beyond business scope are not invalid merely for that reason; validity depends on the Civil Code's general rules and the contract chapter.

Authority
National People's Congress
Citation
Civil Code of the People's Republic of China, article 505
Date
2020-05-28
case Mainland China English summary

Wan Jiayu v. Lijiang Hongrui Hydropower: Articles Amendment and Shareholder Status

万家裕诉丽江宏瑞水电开发有限公司股东资格确认纠纷案

A shareholder-status dispute holding that amended articles take internal effect once shareholders reach the amendment agreement; business registration is a publicity condition, not an internal validity condition.

Authority
Supreme People's Court
Citation
SPC Gazette case; (2014)民提字第00054号
Date
2014
case Mainland China English summary

Zhang Wen v. Qixia Administrative Approval Bureau: Misused Identity in Company Registration

张文与江苏省南京市栖霞区行政审批局等工商登记纠纷上诉案

Administrative case on identity misuse in company formation, emphasizing targeted correction of erroneous registration items rather than wholesale denial of corporate personality.

Authority
Nanjing Intermediate People's Court
Citation
First instance: (2018)苏8602行初1327号; appeal: (2019)苏01行终719号
Date
2019
case Mainland China Third-party translation

Carson v. Niuxinda: Foreign Dormant Shareholder Status After the Foreign Investment Law

Carson与纽鑫达公司股东资格确认纠纷案

China's first post-Foreign Investment Law case supporting an overseas natural person's request to confirm shareholder status and become the registered shareholder where the business was outside the negative list.

Authority
Supreme People's Court
Citation
SPC Typical Cases on Free Trade Zones, 2022
Date
2022-02-28
case Mainland China Translation unavailable

Guiding Case No. 96: Song Wenjun v. Xi'an Dahua Catering Co.

指导案例96号:宋文军诉西安市大华餐饮有限公司股东资格确认纠纷案

A shareholder-status case on charter-based transfer restrictions and agreed repurchase arrangements in a restructured state-owned enterprise.

Authority
Supreme People's Court
Citation
Supreme People's Court Guiding Case No. 96
Date
2018-06-20
literature Mainland China English summary

Duty of Care in Formal Review of Company Registration

公司登记形式审查中的注意义务

Explains that company registration review is mainly a legality review of complete statutory materials, with authenticity and legality checks limited by what the authority can reasonably identify.

Authority
People's Court Daily
Citation
People's Court Daily, 9 December 2010
Date
2010-12-09