Dear Colleagues

I am scrutinizing the provisions of the PRC Company Act 2006 and several related issues remain unclear for me. In this view, I would kindly ask you to assist me and clarify the following issues.

1. In general, the order of establishment of a company is stipulated in Clause 6 of the Law, but it does not contain the details hereof.

Would you please provide me, if possible, with the corresponding Regulations which provide the establishing procedures in details? Which are the basic stages of establishment of the company under the PRC Company Law and proposed Regulations?

2. Clause 6. If any law or administrative regulation provides the establishment of a company shall be subject to approval, and relevant approval formalities shall be gone through prior to the registration of the company.

Would you please give the several examples of necessity of such approval and the laws (regulations) according to which approval is needed prior to the registration of the company?

3. Clause 29. The capital contributions made by the shareholders shall be verified by a lawfully established capital verification institution, which shall issue a certification.

Would you please clarify the concrete name and legal status of such capital verification institution and the applicable laws (regulations)?

4. Clause 41. For a limited liability company with no board of directors, the shareholders’ meetings shall be convened and presided over by the acting director.

How is the acting director appointed?

5. Clause 89. The receiving bank shall receive and hold as agent the payments for shares…and shall be obliged to produce evidence of receipt payments to the relevant departments.

Would you please clarify which departments are mentioned here?

6. Clause 93. The BofD shall…file a registration application with the company registration authority and submit thereto the following documents:

(6) The certifications for the legal person or natural person status of the promoters.

Would you please clarify:
(a) Which authority is responsible for issuing of such certifications? Regarding the natural person, it seems to me it should have a passport which should be the only document needed for a natural person. Is it correct?
(b) which provisions it should contain?

(7) Clause 93. For a joint stock limited company established by stock floatation…it shall submit to the company registration authority the approval documents issued by the securities regulatory institution of the State Council.

What is the name of such securities regulatory institution and its status. Which are the applicable laws (regulations) which provide the status of this institution.

Thank you very much in advance.

Best,

Victor Mestnikov