Unit 2

Formation, Registration, and Articles

Follow a company from promoter planning to public registration, articles of association, business scope, and foreign-invested company status.

Before seminar

Prepare Unit 2: Formation, Registration, and Articles

Work through these public materials before class. The sequence keeps source reading before problem analysis and does not include model answers.

38 linked materials

Core law: 11
Cases: 6
Readings: 20
Exercise: 1

1
Core law
Read core legislation and rules

Start with the statutory, regulatory, and judicial materials that frame this unit.
2
Cases
Review linked cases

Identify the facts, holding, and remedial move before turning to commentary.
3
Readings
Compare readings

Use scholarship, practice notes, and comparative materials to test the Chinese-law position.
4
Exercise
Attempt the public exercise

Apply the sources to a problem before looking at seminar discussion prompts.
- Formation File Review

Reflection prompts

Which rule or case controls the hardest issue in Unit 2?
Where would a Hong Kong, Delaware, UK, Singapore, or transnational comparator change the analysis?
What extra facts would you need before advising a director, shareholder, creditor, or regulator?

Introduction

This unit treats formation as both private ordering and public administration. Students learn how articles, registered items, legal representatives, business scope, and public records frame later disputes.

Key Legal Issues

Promoter liability and pre-incorporation transactions.
Mandatory and optional content of articles of association.
Registration effects, amendment procedures, and reliance on public records.
Foreign-invested enterprise organization after the Foreign Investment Law.

Hypotheticals

A promoter signs a lease before registration and later tells the landlord to sue the new company only.
Articles restrict transfers among employee-shareholders, but one employee leaves and challenges the repurchase clause.
A foreign investor wants a China subsidiary and asks which steps are corporate-law steps and which are investment-control steps.

Legislation

Use the Company Law for formation, articles, legal representatives, and registered capital. Use the market-entity registration regulation and implementing rules for filings, amendments, and public-record effects. Use the Foreign Investment Law, its implementing regulation, information reporting measures, and the current negative list when formation involves foreign investors.

Cases

Guiding Case No. 96 tests how far articles and initial shareholder consent can regulate exit, transfer, and repurchase arrangements in a restructured company.

Readings

The practice readings give a quick map of the revised Company Law and the foreign-investment reporting system. The capital-registration readings help students see why formation documents now matter for later creditor and contribution disputes.

Unit materials

Legislation

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

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

Formation, Registration, and Articles

Prepare Unit 2: Formation, Registration, and Articles

Read core legislation and rules

Review linked cases

Compare readings

Attempt the public exercise

Reflection prompts

Introduction

Key Legal Issues

Hypotheticals

Legislation

Cases

Readings

Legislation

Cases

Readings