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Decision of the Standing Committee of the National People's Congress Concerning Punishment of Crimes Against the Company Law [Expired]
全国人民代表大会常务委员会关于惩治违反公司法的犯罪的决定 [失效]
【法宝引证码】

 
Order of the President of People's Republic of China 

中华人民共和国主席令


(No.41)
 
(第四十一号)


The Decision of the Standing Committee of the National People's Congress Concerning Punishment of Crimes Against the Company Law, as adopted at the 12th Meeting of the Standing Committee of the Eighth National People's Congress on February 28, 1995, is hereby promulgated, and shall come into force as of the date of promulgation.
 
《全国人民代表大会常务委员会关于惩治违反公司法的犯罪的决定》已由中华人民共和国第八届全国人民代表大会常务委员会第十二次会议于1995年2月28日通过,现予公布,自公布之日起施行。

President of People's Republic of China, Jiang Zemin
 
中华人民共和国主席 江泽民

February 28, 1995
 
1995年2月28日

DECISION OF THE STANDING COMMITTEE OF THE NATIONAL PEOPLE'S CONGRESS CONCERNING PUNISHMENT OF CRIMES AGAINST THE COMPANY LAW
 
全国人大常委会关于惩治违反公司法的犯罪的决定

(Adopted at the 12th Meeting of the Standing Committee of the Eighth National People's Congress on February 28, 1995)
 
(1995年2月28日第八届全国人民代表大会常务委员会第十二次会议通过)

In order to maintain public and economic order, to protect the lawful rights and interests of companies and to punish criminal acts against the Company Law, supplementary provisions to the criminal law are formulated as follows:
 
为了维护社会经济秩序,保护公司的合法权益,惩治违反公司法的犯罪行为,对刑法作如下补充规定:

 
1. When applying for company registration, a person who obtains company registration by deceiving the competent company registration authority through falsely declaring registered capital with false documentation or by other deceptive means shall, if the amount of the falsely registered capital is huge and serious consequences are entailed or if there are other serious circumstances behind the case, be sentenced to fixed-term imprisonment of not more than three years or criminal detention and may also be imposed with a fine of not more than ten percent of the falsely declared registered capital. 一、申请公司登记的人使用虚假证明文件或者采取其他欺诈手段虚报注册资本,欺骗公司登记主管部门,取得公司登记,虚报注册资本数额巨大、后果严重或者有其他严重情节的,处三年以下有期徒刑或者拘役,可以并处虚报注册资本金额百分之十以下罚金。

When applying for company registration, a unit which commits the aforesaid crimes shall be punished by a fine of not more than ten percent of the falsely declared registered capital and the persons directly in charge and other persons directly responsible for the crimes shall, in accordance with the provisions of the preceding paragraph, be sentenced to fixed-term imprisonment of not more than three years or criminal detention.
 
申请公司登记的单位犯前款罪的,对单位判处虚报注册资本金额百分之十以下罚金,并对直接负责的主管人员和其他直接责任人员,依照前款的规定,处三年以下有期徒刑或者拘役。

 
2. A sponsor or shareholder of a company who, in violation of the provisions of the Company Law北大法宝,版权所有, makes a false capital contribution by failing to pay the promised cash or tangible assets or to transfer property rights or surreptitiously withdraws contributed capital after the company has been established shall, if the amount involved is huge and serious consequences are entailed, or if there are other serious circumstances behind the case, be sentenced to fixed-term imprisonment of not more than five years or criminal detention and may also be imposed with a fine of not more than ten percent of the amount of the falsely contributed capital or the amount of the capital which was withdrawn.   二、公司发起人、股东违反公司法的规定未交付货币、实物或者未转移财产权,虚假出资,或者在公司成立后又抽逃其出资,数额巨大、后果严重或者有其他严重情节的,处五年以下有期徒刑或者拘役,可以并处虚假出资金额或者抽逃出资金额百分之十以下罚金。

A unit which commits the aforesaid crimes shall be punished by a fine of not more than ten percent of the amount of the falsely contributed capital or the amount of the capital withdrawn surreptitiously, and the persons directly in charge and other persons directly responsible for the crimes shall, in accordance with the provisions of the preceding paragraph, be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
 
单位犯前款罪的,对单位判处虚假出资金额或者抽逃出资金额百分之十以下罚金,并对直接负责的主管人员和其他直接责任人员,依照前款的规定,处五年以下有期徒刑或者拘役。

 
3. A person who issues shares or corporate bonds with a falsified prospectus on share offer, subscription forms or corporate bond subscription methods shall, if the amount involved is huge and serious consequences are entailed, or if there are other serious circumstances behind the case, be sentenced to fixed-term imprisonment of not more than five years or criminal detention and may also be imposed with a fine of not more than five percent of the funds illegally subscribed.   三、制作虚假的招股说明书、认股书、公司债券募集办法发行股票或者公司债券,数额巨大、后果严重或者有其他严重情节的,处五年以下有期徒刑或者拘役,可以并处非法募集资金金额百分之五以下罚金。

A unit which commits the aforesaid crimes shall be punished by a fine of not more than five percent of the funds illegally subscribed and the persons directly in charge and other persons directly responsible for the crimes shall, in accordance with the provisions of the preceding paragraph, be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
 
单位犯前款罪的,对单位判处非法募集资金金额百分之五以下罚金,并对直接负责的主管人员和其他直接责任人员,依照前款的规定,处五年以下有期徒刑或者拘役。

 
4. If a company provides false financial and accounting reports, or reports concealing important facts, to shareholders or to the general public, thus causing serious harm to the interests of shareholders or others, the persons directly in charge and other persons directly responsible for the crimes shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention and may also be imposed with a fine of not more than RMB 200,000 yuan.   四、公司向股东和社会公众提供虚假的或者隐瞒重要事实的财务会计报告,严重损害股东或者其他人利益的,对直接负责的主管人员和其他直接责任人员,处三年以下有期徒刑或者拘役,可以并处二十万元以下罚金。

 
5. If, in the process of its liquidation, a company conceals property, records false information in its balance sheet or inventory of assets, or distributes the company assets prior to full payment of its debts, thus causing serious harm to the creditors or others, the persons directly in charge and other persons directly responsible for the crimes shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention and may also be imposed with a fine of not more than RMB 200,000 yuan.   五、法小宝公司进行清算时,隐匿财产,对资产负债表或者财产清单作虚伪记载或者在未清偿债务前分配公司财产,严重损害债权人或者其他人利益的,对直接负责的主管人员和其他直接责任人员,处五年以下有期徒刑或者拘役,可以并处二十万元以下罚金。

 
6. If a person who is charged with the duties of asset valuation, capital verification, certificate verification or auditing intentionally provides false certificates, and the case is serious, he shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention and may also be imposed with a fine of not more than RMB 200,000 yuan.   六、承担资产评估、验资、验证、审计职责的人员故意提供虚假证明文件,情节严重的,处五年以下有期徒刑或者拘役,可以并处二十万元以下罚金。

A unit which commits the aforesaid crimes shall be imposed with a fine of not more than five times the illegal proceeds and the persons directly in charge and other persons directly responsible for the crimes shall, in accordance with the provisions of the preceding paragraph, be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
 
单位犯前款罪的,对单位判处违法所得五倍以下罚金,并对直接负责的主管人员和其他直接责任人员,依照前款的规定,处五年以下有期徒刑或者拘役。

 
7. A person who issues shares or corporate bonds without the approval of the competent department as prescribed by the Company Law, if the amount involved is huge and serious consequences are entailed, or there are other serious circumstances behind the case, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention and may also be imposed with a fine of not more than five percent of the amount of the funds illegally subscribed.   七、未经公司法规定的有关主管部门批准,擅自发行股票、公司债券,数额巨大、后果严重或者有其他严重情节的,处五年以下有期徒刑或者拘役,可以并处非法募集资金金额百分之五以下罚金。

A unit which commits the aforesaid crimes shall be imposed with a fine of not more than five percent of the amount of the illegally subscribed funds, and the persons directly in charge shall, in accordance with the provisions of the preceding paragraph, be sentenced to fixed-term imprisonment of not more than five years or criminal detention.
 
单位犯前款罪的,对单位判处非法募集资金金额百分之五以下罚金,并对直接负责的主管人员依照前款的规定,处五年以下有期徒刑或者拘役。

 
8. State functionaries in competent government departments who approve applications submitted by companies that do not meet the conditions as provided by law for establishment and registration or for share issue, bond issue or listing, thus causing serious losses to public property or the interests of the State and the people, shall be punished in accordance with the provisions of Article 187 我不休息我还能学of the Criminal Law.   八、国家有关主管部门的国家工作人员,对不符合法律规定条件的公司设立、登记申请或者股票、债券发行、上市申请,予以批准或者登记,致使公共财产、国家和人民利益遭受重大损失的,依照刑法一百八十七条的规定处罚。

If a superior department gives arbitrary orders to the department in charge of registration and its personnel to commit the aforesaid act, the persons directly in charge shall be punished pursuant to the provisions of the preceding paragraph.
 
上级部门强令登记机关及其工作人员实施前款行为的,对直接负责的主管人员依照前款规定处罚。

 
9. A director, supervisor or employee of a company who, taking advantage of his office, demands or accepts bribes, if the amount involved is relatively large, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, or, if the amount involved is huge, shall be sentenced to fixed-term imprisonment of not less than five years and his property may also be confiscated. 你怀了我的猴子  九、公司董事、监事或者职工利用职务上的便利,索取或者收受贿赂,数额较大的,处五年以下有期徒刑或者拘役;数额巨大的,处五年以上有期徒刑,可以并处没收财产。

 
10. A director, supervisor or employee of a company who, taking advantage of his office or position, seizes the company's property, if the amount involved is relatively large, shall be sentenced to fixed-term imprisonment of not more than five years or criminal detention, or if the amount involved is huge, shall be sentenced to fixed-term imprisonment of not less than five years and his property may also be confiscated.   十、公司董事、监事或者职工利用职务或者工作上的便利,侵占本公司财物,数额较大的,处五年以下有期徒刑或者拘役;数额巨大的,处五年以上有期徒刑,可以并处没收财产。

 
11. A director, supervisor or employee of a company who, taking advantage of his office, appropriates the company's funds for personal use or for loaning them to others, if the amount involved is relatively large and the funds are not repaid at the expiration of three months, or if the funds are repaid before the expiration of three months but the amount is relatively large and the funds are used for profit-making activities or for illegal activities, shall be sentenced to fixed-term imprisonment of not more than three years or criminal detention. If a relatively large amount of the company's funds is misappropriated and is not returned, it shall be deemed as a crime of misappropriation and punished as such pursuant to the provisions of Article 10 of this Decision.   十一、公司董事、监事或者职工利用职务上的便利,挪用本单位资金归个人使用或者借贷给他人,数额较大、超过三个月未还的,或者虽未超过三个月,但数额较大、进行营利活动的,或者进行非法活动的,处三年以下有期徒刑或者拘役。挪用本单位资金数额较大不退还的,依照本决定第十条规定的侵占罪论处。

 
12. State functionaries who commits any of the crimes specified in Articles 9, 10 and 11 of this Decision shall be punished in accordance with the Supplementary Provisions Concerning the Punishment of Crimes of Embezzlement and Bribery.   十二、国家工作人员犯本决定第九条、第十条、第十一条规定之罪的,依照《关于惩治贪污罪贿赂罪的补充规定》的规定处罚。

 
13. If illicit gains are derived as a result of committing the crimes specified in this Decision, such illicit gains shall be confiscated.   十三、犯本决定规定之罪有违法所得的,应当予以没收。

If a person commits one of the crimes specified in this Decision and thus his illicit gains are confiscated, he is imposed with a fine or his property is confiscated, and he has also to bear civil liability for compensation, he shall first bear civil liability for compensation in case his property is insufficient for payment of the fine.
 
犯本决定规定之罪,被没收违法所得,判处罚金、没收财产、承担民事赔偿责任的,其财产不足以支付时,先承担民事赔偿责任。

 
14. This Decision shall also apply to employees of enterprises other than limited liability companies and joint stock limited companies if such employees commit one of the crimes specified in Articles 9, 10 and 11 of this Decision.   十四、有限责任公司、股份有限公司以外的企业职工有本决定第九条、第十条、第十一条规定的犯罪行为的,适用本决定。

 
15. This Decision shall take effect from the date of promulgation.   十五、本决定自公布之日起施行。
     
     
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