NPC Standing Committee Seeks Comments on 13 Drafts Including the Second Draft Revision for Review of the Company Law
2023-02-28 Published by:Editor

On January 3, the 38th session of the Standing Committee of the 13th National People's Congress (NPC) deliberated 13 draft laws, including the Company Law of the People's Republic of China (Second Draft Revision for Review) (the "Second Draft"), the Value-Added Tax Law of the People's Republic of China (Draft), the Financial Stability Law of the People's Republic of China (Draft), the Civil Procedure Law of the People's Republic of China (Draft Revision), and the Administrative Procedure Law of the People's Republic of China (Draft Revision). The full texts of all these drafts are published to solicit public opinions within a term of 30 days.

The Second Draft mainly proposes the following revisions: (1) reinforcing the responsibilities of the shareholders for contributions; (2) perfecting corporate governance; (3) improving the rules on the responsibilities of directors; and (4) strengthening the governance of listed companies. Among others, the Second Draft stipulates that where the lost stock rights are not transferred or deregistered, other shareholders shall pay the relevant capital contributions according to the proportion of capital contributions; where a company is unable to repay its debts due, the subscription by shareholders will expire more quickly; where a shareholder transfers the stock rights for which the time limit for capital contribution has not expired, the transferor shall assume supplementary liability against the transferee for the capital contribution that has not been paid on time.


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