A company’s Articles of Incorporation, also known as Articles of Formation, are the legal basis for its existence. Under Chinese law, shareholders are responsible for drafting and filing their company’s Articles of Incorporation with local government offices.

In addition to being its foundational legal document, the Articles of Incorporation also serve to outline a company’s structure and guide its operations.

The main components of any Chinese company’s Articles of Incorporation must include a company description, shareholder rights and obligations, and the company’s corporate governance structure and functions. Furthermore, China’s Company Act mandates company descriptions include the company’s name, place of incorporation, registered capital, entity type, and operating term.

With the recent enactment of the Foreign Investment Act as the main law governing foreign investment in China, businesses with foreign investors have been given a 5-year grace period to make and file the necessary amendments to their Articles of Incorporation in order to comply with the new law. These amendments include changes to their entity type and corporate governance, the latter of which is particularly noteworthy.

Under the new Foreign Investment Act and its administrative regulations, foreign owned companies are required to restructure their corporate governance to shifting the ultimate decision-making authority from the board of directors to the shareholders.

Further Reading

See our comprehensive resources on China’s Foreign Investment Law.

Translation Guide

See: 公司章程