中华人民共和国刑法修正案（附：中华人民共和国刑法〔1999年修正本〕）（二）

aff and workers.

　　Article 181 A company shall not have any other account books in addition to its statutory account books.

　　No account may be opened in the name of any individual for deposit of a company's assets.

　　Chapter VII Merger and Division of Companies

　　Article 182 The merger or division of a company shall require the adoption of a resolution by its shareholders' meeting of the company.

　　Article 183 The merger or division of a joint stock limited company must be approved by the department authorized by the State Council or by the people's government at the provincial level.

　　Article 184 The merger of a company may take the form of merger by absorption or merger by new establishment.

　　When a company absorbs another, it is an absorption merger,and the company being absorbed shall be dissolved. When two or more companies merge to establish a new company, it is merger for new establishment, and all parties being merged shall be dissolved.

　　When companies merge, the parties to a merger shall sign a merger agreement and formulate a balance sheet and a detailed inventory of assets. The company shall inform its creditors of the intended merger within ten days following the date on which the merger resolution is adopted, and make at least three announcements in newspaper within thirty days. The creditors shall have the right to claim full repayment of their debts or provision of a orresponding guarantee from the company within thirty days from the date of receipt of the notice or, within ninety days from the date of the first public announcement for those who have not received the notice. The company that fails to repay its debts in full or to provide a corresponding guarantee shall not be merged.

　　The claims and debts of the parties to a merger shall be succeeded to by the absorbing company or the newly established company when companies are merged.

　　Article 185 Where a company proceeds into a division, its assets shall be divided correspondingly.

　　Where a company decides to divide itself, it shall formulate a balance sheet and a detailed inventory of assets and shall inform its creditors of the intended division within ten days following the date on which the division resolution is adopted, and make at least three announcements in newspaper within thirty days. The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee from the company within thirty days from the date of rec

eipt of the notice or,within ninety days from the date of the first public announcement for those who have not received the notice. The company that fails to pay its debts in full or to provide a corresponding guarantee shall not be divided.

　　The debts prior to the division of a company shall be assumed by the companies following the division in accordance with the agreement reached between them.

　　Article 186 Where a company intends to reduce its registered capital, it must formulate a balance sheet and a detailed inventory of assets.

　　The company shall inform its creditors of the planned reduction of its registered capital within ten days following the date on which the resolution to reduce its capital is adopted, and make at least three announcements in newspaper within thirty days following the aforesaid date. The creditors shall have the right to claim full repayment of their debts or provision of a corresponding guarantee from the company within thirty days from the date of the receipt of the notice or, within ninety days from the date of the first public announcement for those who have not received the notice.

　　After the reduction of capital, the amount of a company's registered capital shall not be lower than the statutory minimum.

　　Article 187 Where a limited liability company increases its registered capital, the capital contributions to the newly increased shares subscribed for by the shareholders shall be governed by the relevant provisions of this Law regarding the subscription for capital contributions in connection with the incorporation of a limited liability company.

　　Where a joint stock limited company issues new shares to increase its registered capital, shareholders shall subscribe for the new shares in accordance with the relevant provisions of this Law regarding the payment of subscription money in connection with the incorporation of a joint stock limited company.

　　Article 188 Where the merger or division of a company involves changes in registered items, such changes shall be registered according to law with the Company Registration Authority. Where a company is dissolved, it shall apply for cancellation of its registration in accordance with the law. Where a new company is incorporated, the registration of the incorporation of the company shall be carried out according to law.

　　Where a company increases or reduces its registered capital,it shall apply to the Company Registration Authority for registration of the changes in accordance with the law.

　　Chapter VIII Bankruptcy, Dissolution and Liquidation of Companies

　　Article 189 Where a company is declared bankrupt according to law because it is unable to pay off its due debts, a people's court shall, in accordance with relevant laws, organize the shareholders,the relevant departments and relevant professionals to form a liquidation committee which shall conduct bankruptcy liquidation of the company.

　　Article 190 Where one of the following circumstances occurs,a compay may be dissolved:

　　(1) the term of operation as stipulated by the articles of association of the company expires or other reasons for dissolution as stipulated by the articles of association occur;

　　(2) the shareholdrs' meeting resolves to dissolve the company;or

　　(3) dissolution is necessary as a result of the merger or division of the company.

　　Article 191 Where a company is dissolved in accordance with the provisions of item (1) or (2) of the preceding Article, a liquidation committee shall be formed within fifteen days thereafter. A liquidation committee of a limited liability company shall be composed of its shareholders. Membership of a liquidation committee of a joint stock limited company shall be decided upon by its shareholders' general meeting. Where a company fails to form a liquidation committee to conduct liquidation within the time limit,its cr

editors may request a people's court to designate relevant personnel to form a liquidation committee and conduct liquidation.The people's court shall accept such request and without delay designate the members of the liquidation committee to conduct liquidation.

　　Article 192 Where a company is ordered to be closed down in accordance with the law due to its violation of the law or administrative rules and regulations, it shall be dissolved. In such a case, the department in charge shall organize the shareholders, relevant departments and relevant professionals to form a liquidation committee to conduct liquidation.

　　Article 193 During liquidation, a liquidation committee shall exercise the following functions and powers:

　　(1) to check up on the company's assets, and separately formulate a balance sheet and a detailed inventory of assets;

　　(2) to notify creditors by notice or announcement;

　　(3) to dispose of and liquidate the company's unfinished business;

　　(4) to pay off taxes owed by the company;

　　(5) to clear up claims and debts;

　　(6) to dispose of, after paying off the debts of the company,its remaining property; and

　　(7) to participate in civil lawsuits on behalf of the company.

　　Article 194 A liquidation committee shall inform the creditors of the company of its establishment within ten days following the date of its establishment, and make at least three announcements in newspaper within sixty days following the aforesaid date. The creditors shall declare their claims to the liquidation committee within thirty days from the date of receipt of the notice or,within ninety days from the date of the first public announcement for those who have not received the notice.

　　When declaring his claims, a creditor shall specify the relevant items of the claim and provide supporting material. The liquidation committee shall register the claims.

　　Article 195 After the liquidation committee has checked up on the company's assets, formulated the balance sheet and a detailed inventory of assets, it shall formulate a liquidation plan and shall submit such plan to the shareholders' meeting or the department in charge for confirmation.

　　Where the assets of the company are sufficient to pay off the company's debts, such assets shall be applied to payment of the liquidation fee, the wages and labour insurance premiums of the staff and workers of the company, due taxes and the company's debts.

　　The remaining assets of a company after paying off all the debts and expenses as prescribed by the preceding paragraph shall be distributed, in the case of a limited liability company, in proportion to the shareholders' capital contributions and, in the case of a joint stock limited company, in proportion to the shareholders' shareholdings.

　　During liquidation, a company may not engage in new business activities. No assets of the company shall be distributed to the shareholders prior to full payments prescribed by the second paragraph of this Article.

　　Article 196 If a company is liquidated due to tis dissolution and the liquidation committee, having checked up on the company's assets and formulated the balance

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