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    The Company Law

(January 1, 2006)The Company Law of the People's Republic of China:Chapter VIII Financial Affairs and Accounting of a Company

2013-07-11 17:47:51 Release Author: Read Flow:4239次
          Article 164 A company shall establish its own financial and accounting bylaws according to laws, administrative regulations and provisions of the treasury department of the State Council.

 Article165 A company shall, after the end of each fiscal year, formulate a financial report, and shall have it audited by an accounting firm. The financial report shall be work out according to laws, administrative regulations and provisions of the treasury department of the State Council.

 Article166 A limited liability company shall submit the financial report to every shareholder within the time limit as prescribed in the articles of association. The financial report of a joint stock limited company shall be ready for the consultation of the shareholders at the company 20 days before the annual meeting of the shareholders is held. A public offering joint stock limited company shall make a public announcement of its financial report.

 Article 167 Where a company distributes its aftertax profits of the current year, it shall draw 10 percent of the profits as the company's legal reserved funds. The company may stop drawing if the accumulative balance of the legal reserved funds has already accounted for over 50 percent of the company's registered capital.

If the accumulative balance of the company's legal reserved funds is not enough to make up for the losses of the company of the previous year, the current year's profits shall first be used for making up the losses before the legal reserved funds is drawn therefrom according to the provisions of the preceding paragraph.

After the company draws the legal reserved funds from the aftertax profits, it may, upon a resolution made by the shareholders' meeting or the shareholdersassembly , draw a discretionary reserved funds from the aftertax profits.

After the losses have been made up and legal reserved funds have been drawn, a limited liability company shall distribute the remaining profits according to Article 35 of this Law; a joint stock limited company shall distribute the remaining profits in light of the proportions of shares held by shareholders, unless it is not permitted in the articles of association to distribute profits according to the proportions of shares held by shareholders.

If the shareholders' meeting, shareholders' assembly or board of directors distributes the profits by violating the provisions of the preceding paragraph before the losses are made up and the legal reserved funds are drawn, the profits distributed must be refunded to the company.

No profit may be distributed for the company's shares held by this company.

 Article 168 The premium of a joint stock limited company from the issuance of shares at a price above the par value of the shares, and other incomes listed in the capital accumulation fund according to provisions of the treasury department of the State Council shall be listed as the capital reserved funds of the company.

 Article 169 The reserved funds of the company shall be used for making up losses, expanding the production and business scale or increasing the registered capital of the company. But the capital reserved funds shall not be used for making up the company's losses.

When the legal reserved funds are changed to capital, the remainder of the reserved funds shall not be less than 25 % of the registered capital prior to the increase.

 Article 170 Where a company plans to hire or dismiss any accounting firm to undertake the auditing of the company, a resolution shall be made by the shareholders' meeting or shareholders' assembly or the board of directors according to the provisions of the articles of association. Where the shareholders' meeting or shareholders' assembly or the board of directors adopts a voting on the dismissal of any accounting firm, it shall allow the accounting firm to state its own opinions.

 Article171 A company shall provide to the accounting firm it hires truthful and complete accounting vouchers, account books, financial and accounting statements and other accounting materials, and may not refuse to do so or conceal any of them or make any false statements.

 Article 172 Except for the statutory account books, a company shall not set up other account books.

No company asset may be deposited into any individual's account.

 

 

 


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