Company Law of the PRC

中华人民共和国公司法

China's Company Law (公司法) is the foundational statute governing the establishment, organization, operation, and dissolution of companies. First enacted in 1993, it has undergone major revisions in 2005, 2013, 2018, and most recently in December 2023 (effective July 1, 2024).

Primary Legislation

• Company Law (公司法, revised 2023) — 266 articles covering company establishment, registered capital, corporate governance, shareholder rights, equity transfers, mergers and divisions, dissolution and liquidation, and legal liability

Judicial Interpretations

• SPC Draft Interpretation (征求意见稿, September 2025) — 90-article comprehensive draft interpretation by the Supreme People's Court covering corporate veil piercing, capital contributions, equity proxy holding, governance, dissolution, and listed companies (public consultation draft — not yet finalized)

Key Regulatory Instruments

• State Council Decree No. 784 (July 1, 2024) — Regulations on Registered Capital Registration Management, implementing the transitional rules for the new 5-year capital subscription period (see Article 266)
• SPC Temporal Effect Interpretation (法释〔2024〕7号, July 1, 2024) — specifies which provisions of the 2023 Company Law apply retroactively to pre-July 2024 facts
• SPC Reply on Article 88(1) (法释〔2024〕15号, December 24, 2024) — rules that transferee capital contribution liability does not apply retroactively (see Article 88)