Foreign-invested Enterprises Apply The "company Law"

《Company Law》 is the primary law to regulate the organization and operation of companies in China, and it rules, " The limited liability companies and joint stock limited companies invested by foreign investors shall be governed by the present Law. Where there are otherwise different provisions in any law regarding foreign investment, such provisions shall prevail.";Foreign-Invested enterprises shall not only according to 《Company Law》 but also according to the law of Foreign-Invested enterprises.However, Foreign-Invested enterprises is characteristic with internationalism, triggering some rules different from 《Company Law》 . 1, For the establishment Foreign-Invested enterprises must be approved, and Foreign-Invested enterprises contract is more powerful than the articles of association;2, There are more differences on capital contributions. Although, 《Company Law》 adopts registered capital, there are still some differences, contrary to the law of Foreign-Invested enterprises, on the initial capital contribution made, expiration of capital contribution and the statutory minimum amount of registered capital;3,There are some differences on management. Foreign-Invested enterprises do not establish board of supervisors that 《Company Law》 do;board of directors has authorities that 《Company Law》 regulate power of the shareholders' meetings and more than power of the shareholders' meetings;exclusively foreign-owned enterprises make the decisions on management all by foreign investors.4, The contract period of Foreign-Invested enterprises may be decided differently according to its particular line of business and circumstance. 《Resolution on Foreign-Invested enterprises Liquidation》 including common liquidation and special liquidation, is the primary law to regulate the dissolution and liquidation of Foreign-Invested enterprises, and regulates the examination and approval authority form a liquidation group instead of the people's court to designate relevant persons to form a liquidation group.《Company Law》 is best supply for the law of Foreign-Invested enterprises, and Foreign-Invested enterprises governed by the 《Company Law》 can improve the legal system of absorbing foreign investment, keep on the steadiness, consistency, predictability and feasibility of the policies and laws of foreign investment laws. This paper has three parts to discuss: 1, Foreign-Invested enterprises should comply with " Lifting corporate veil". " Lifting corporate veil "as an exception to general rule that shareholders of the corporation is limited to their investment and corporation itself is responsible for its liabilities avoids that shareholder abused the shareholder's rights to injure any of the interests of the company or of other shareholders, or abused the independent status of juridical person or the shareholder's limited liabilities to injure the interests of any creditor of the company. Obviously, it can avoid that Foreign-Invested enterprises abused limited liabilities, whats more, it also can protect Foreign-Invested enterprises from injuring its own interests.2, The directors and senior managers of Foreign-Invested enterprises should, comply with laws, administrative regulations and the articles of association, bear the obligations of fidelity and diligence to the company. Due to without board of supervisors, corporategovernance of Foreign-Invested enterprises that is worse than domestic invested company can not reach the average level of Foreign-Invested enterprises. Therefore, the obligations of fidelity and diligence that the directors and senior managers bear can improve corporate governance, and help Foreign-Invested enterprises keep the better condition.3> When Foreign-Invested enterprises experienced "dead lock" , it should comply with the relative rules of {Company Law)) . As "dead lock" occurred all of management structure became paralysis and can not make any decision, even the board of directors came to an end. This situation is very common in Foreign-Invested enterprises, especially Chinese-Foreign Equity Joint Venture and Chinese-Foreign Contractual Joint Venture with two or three investors. So it is necessary to adopt the rules of ((Company Law)) concerning "dead lock" , and can cut down the damage of investors.Now, the stringent and strict foreign investment policy has been totally changed, China adapt to the new situation of world economic development, stick to the principles of active and reasonable utilization of foreign capital, combine foreign capital absorption with economic structure adjustment and industrial upgrading promotion, the improvement of socialist market economy system, the reinforcement of enterprise competitiveness, the expansion of export and development of open economy. With time passed by, we should change our mind to ensure the law of Foreign-Invested enterprises meet the factual demand, and merge the law of Foreign-Invested enterprises with ((Company Law)) to make Chinese law system more perfect. Energetically improve the political and legal environment for foreign investment, and to enhance legal administration level. According to our commissions for joining WTO and the requirement for our opening-up process, we will further improve the legal system of absorbing foreign investment, keep on the steadiness, consistency, predictability and feasibility of the policies and laws of foreign investment laws, try to create a united, steady, transparent and predictable environment for foreign investment. We will further simplify the examination and approval procedures for foreign investment and adopt a standardized examination and approval system;reinforce our sense of legality, try to be open, just and transparent, and establish an incorruptible, industrious, pragmatic and effective government, creating a good administrative environment for foreign investment.