【文章內(nèi)容簡(jiǎn)介】 areholders and thus causes losses to the pany or other shareholders, he shall be liable for pensation according to law.Where the shareholder of a pany abuses the independent status of the pany as a legal person or the limited liability of shareholders, evades debts and thus seriously damages the interests of the creditors of the pany, he shall assume joint and several liability for the debts of the pany.Article 21 Proprietary shareholders, the actual controllers, directors, supervisors and senior managers of a pany shall not take advantage of their affiliated relations to damage the interests of the pany.A person who, in violation of the provisions of the preceding paragraph, causes losses to a pany shall be liable for pensation.Article 22 The resolution adopted by the shareholders assembly or the shareholders general assembly or the board of directors of a pany, which in content violates laws or administrative regulations, shall be invalid.Where the procedures for convening the meeting of the shareholders assembly or the shareholders general assembly, or the board of directors, or the voting formulas are against laws, administrative regulations or the Articles of association of a pany, or the content of the resolution adopted is against the pany’s Articles of association, the shareholders may, within 60 days from the date the resolution is adopted, request the people’s court to rescind the resolution.Where shareholders take legal proceedings in accordance with the provisions of the preceding paragraph, the people’s court may, upon request of the pany, demand the shareholders to provide appropriate guarantee.Where a pany has registered for alteration in accordance with the resolution adopted by the shareholders assembly, the shareholders general assembly or the board of directors, and the people’s court declares the resolution invalid or rescinds it, the pany shall apply for cancellation of the registration for such alteration.Chapter II Incorporation and Organizational Structure of a Company with Limited LiabilitySection 1 IncorporationArticle 23 The following conditions shall be met for the incorporation of a pany with limited liability:(1) The number of shareholders conforms to the statutory number。(2) The capital contributions of the shareholders reach the statutory minimum amount of capital。(3) The shareholders have jointly formulated the Articles of association。(4) The pany has its name and has established an organizational structure in conformity with the requirements for a pany with limited liability。 and(5) The pany has its own domicile.Article 24 A pany with limited liability shall be jointly invested in and incorporated by not more than 50 shareholders.Article 25 The Articles of association of a pany with limited liability shall specify the following items:(1) the name and domicile of the pany。(2) the scope of business of the pany。(3) the registered capital of the pany。(4) the names or titles of the shareholders。(5) the forms of capital contributions, the amounts and dates of capital contributions made by shareholders。(6) the bodies of the pany, and the measures for their establishment, their functions and powers, as well as the rules of procedure。(7) the legal representative of the pany。 and(8) other items which the shareholders assembly deems necessary to be specified.The shareholders shall sign their names on and affix their seals to the pany’s Articles of association.Article 26 The registered capital of a pany with limited liability shall be the amount of capital contributions subscribed for by all of its shareholders, as is registered with the pany registration authority. The amount of the initial capital contributions made by all of the shareholders of the pany shall be not less than 20 percent of the pany’s registered capital, or not less than the statutory minimum amount of the registered capital either, and the remainder shall be paid for in full by the shareholders within two years from the date the pany is established。 and in the case of an investment pany, it may pay for the remainder in full within five years.The minimum amount of the registered capital of a pany with limited liability shall be RMB 30,000 yuan. Where a greater amount is provided for by laws or administrative regulations, such provision shall prevail.Article 27 A shareholder may make his capital contributions in currency or do so by contributing such noncurreny property as material objects, intellectual property rights and landuse rights that can be evaluated in currency and can be transferred according to law, except for the property that is not allowed to be used as capital contributions, as is provided for by laws or administrative regulations.Noncurreny property used for capital contributions shall be evaluated and verified, and shall not be overvalued or undervalued. Where laws or administrative regulations provide otherwise, those provisions shall prevail.The amount of capital contributions made by all of the shareholders in currency shall not be less than 30 percent of the registered capital of a pany with limited liability.Article 28 A shareholder shall pay, on schedule and in full, the amount of the capital contributions subscribed for in accordance with the provisions of the Articles of association of a pany. Where a shareholder makes capital contributions in currency, he shall deposit the full amount of such capital contributions in currency in the bank account opened by the pany with limited liability。 and where a shareholder makes capital contributions with noncorrency property, he shall, according to law, go through the formalities for the transfer of his property rights.Where a shareholder fails to make capital contributions in accordance with the provisions of the preceding paragraph, in addition to paying to the pany of his portion of the capital contributions in full, he shall be liable for breach of contract to