全国人民代表大会常务委员会关于修改《中华人民共和国公司法》的决定　附：第二次修正本（二）

ngaged in， the income derived therefrom shall belong to the company. In addition， the company may impose a sanction upon him.

　　Article 216 Where a company fails to make allocations to its statutory common reserve fund or statutory common welfare fund in accordance with this law， the company shall be ordered to make up the amount that it is required to allocate and shall be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan.

　　Article 217 Where a company fails to issue a notice or make an announcement to its creditors according to this Law in case of merger， division， reduction of its registered capital or liquidation， it shall be ordered to make rectification and be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan.

　　Where a company， in the process of its liquidation， conceals property， records false information in its balance sheet or inventory of assets or， distributes the company assets prior to the full payment of its debts， it shall be ordered to make rectification and be imposed upon a fine of not less than one percent but not more than five percent of the amount concealed or of the amount distributed prior to the full payment of the debts of the company. The persons in charge and others held directly responsible shall be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 218 Where a liquidation committee fails to submit a liquidation report to the company registration authority in accordance with the provisions of this Law， or where a report submitted conceals major facts or contains major omissions， it shall be ordered to make rectification.

　　Where a member of the liquidation committee takes advantage of his position and power to practise favoritism for personal gains， seek illegal income or misappropriate the property of the company， he shall be ordered to return the property to the company， confiscated of his illegal gains and be fined not less than one time but not more than five times the amount of his illegal gains. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 219 Where an institution in charge of asset valuation， capital verification or certificate verification provides false documents of certification， the illegal income derived therefrom shall be confiscated and it shall be fined not less than one time but not more than five times the amount of the illegal income； the relevant department in charge may order the institution to suspend its business and revoke the qualification certificates of those held directly responsible according to law. If a crime is constituted criminal liabilities shall be investigated in accordance with law.

　　Where an institution in charg

e of asset valuation， capital verification or certificate verification provides by negligence reports with major omissions， it shall be ordered to make a rectification； where the circumstances are serious， it shall be fined not less than one time not more than three times the amount of the income derived， and the relevant department in charge may order the institution to suspend its business and revoke the qualification certificates of those held directly responsible according to law.

　　Article 220 Where a relevant department in charge authorized by the State Council approves an application for the incorporation of a company or an application for the issue of shares that does not satisfy the conditions as stipulated in this Law， if the circumstances are serious， the persons in charge and others held directly responsible shall be given administrative sanctions according to law. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 221 Where the securities administration department under the State Council approves an application for the offer of shares， the listing of shares of the issue of bonds that does not satisfy the conditions as stipulated in this Law， if the circumstances are serious， the persons in charge and others held directly responsible shall be given administrative sanctions according to law. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 222 Where the company registration authority approves an application for registration which does not meet the requirements as stipulated in this Law， if the circumstances are serious， the persons in charge and other held directly responsible shall be given administrative sanctions according to law. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 223 Where departments at a level higher than the company registration authority force the company registration authority to approve an application for registration which does not meet the requirements as stipulated in this Law or， covers up an illegal registration， the persons in charge and others held directly responsible shall be given administrative sanctions according to law .If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 224 Where a company that has not registered according to law as a limited liability company or a joint stock limited company assumes the name of “limited liability company” or “joint stock company”， it shall be ordered to make rectification or be banned， and it shall be fined not less than 10， 00 Yuan but not more than 100， 000 Yuan. If a crime is constituted， criminal liabilities shall be investigated in accordance with law.

　　Article 225 Where a company fails to commence its business without justification within the period of more than six months of its incorporation or ， after commencing its business， suspends business at its own will for a period of six consecutive months or more， the company regstration authority shall revoke the company's business licence.

　　Where a company fails to apply for modification registration in accordance with the provisions of this Law whenever modification occurs in items of company registration， it shall be ordered to conduct modification registration within a specified time limit； and if the company still fails to register within the specified time limit， it shall be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan.

　　Article 226 Where a foreign company， in violation of the provisions or this Law， establishes a within the territory of the People's Republic of China without authorization， it shall be ordered to make rectification or to be closes down， and be fined not less than 10， 000 Yuan but not more than 100， 000 Yuan.

　　Article 227 Where a relevant department in charge which

performs the duty of examination and approval according to this Law refuses to approve an application which meets the statutory requirements， or the company registration authority refuses to register and application which meets the statutory requirements， the party concerned may apply for reconsideration or institute and administrative lawsuit in accordance with law.

　　Article 228 Where a company violating the provisions of this Law should assume civil liability for compensation and pay fines and penalties， and the company's property is insufficient to pay such compensation， fines and penalties， the company shall assume the civil liability for compensation first.

　　Chapter Ⅺ

　　Supplementary Provisions

　　Article 229 Companies registered and incorporated in accordance with laws ， administrative regulations， local regulations or the Opinions on Standardization or Limited Liability Companies and the Opinions on Standardization of Limited Liability Companies and the Opinions on Standardization or joint Stock Limited Companies formulated by the relevant competent departments under the State Council prior to the implementation of this Law shall continue to be retained； those that do not fully meet the requirements as stipulated in this Law shall make efforts meet all such requirements within a prescribed time limit. Specific measures in this regard shall be formulated separately by the State Council.

　　With regard to a new an high-tech joint stock limited company， the proportion of the investment， made by a sponsor in the form of industrial property rights and non-patent technology at their appraised value， in the registered capital of the company， the requirements the company must meet in order issue new shares or apply for listing its shares shall be separately formulated by the State Council.

　　Article 230 This Law shall enter into force as of July 1， 1994

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