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Q&A Regarding New Company Law of China (26)

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Q: What are the forms of stocks in a joint stock limited company?
A: Stocks shall be in paper form or other forms prescribed by the securities regulatory authority of the State Council.

Q: What items do paper stocks need to include?
A: Where the stock is in paper form, the following main items should be stated:
  1. Company name;
  2. The date of establishment of the company or the time of stock issuance;
  3. The type, denomination, and number of shares represented by the stock, as well as the number of shares represented by the stock if non-denomination shares are issued.
If the stock is in paper form, the stock number should also be stated, signed by the legal representative, and stamped by the company.
If the initiator's stock is in paper form, the words initiator's stock should be indicated.

Q: When will a joint stock limited company deliver its stocks to its shareholders?
A: After the establishment of a joint stock limited company, the stocks are officially delivered to the shareholders. The company shall not deliver stocks to shareholders before its establishment.

Q: What does a joint stock limited company need to do to issue new stocks?
A: When the company issues new stocks, the shareholders' meeting shall make a resolution on the following matters:
  1. The type and amount of new stocks;
  2. The issuance price of new stocks;
  3. The starting and ending date of the issuance of new stocks;
  4. The type and amount of new stocks issued to existing shareholders;
  5. Where non-denomination stocks are issued, the proceeds from the issuance of new stocks are included in the amount of registered capital.
When a company issues new stocks, it may determine its pricing plan according to the company's business and financial situation.

Q: Can the board of directors of a stock company issue new stocks?
A: The articles of association of the company or the Board of Shareholders may authorize the Board of Directors to decide within three years to issue shares not exceeding 50 percent of the issued shares. However, the capital contribution with non-monetary property shall be subject to a resolution of the shareholders' meeting.

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