5 In relation to the Company Law of China:
(a) in the context of the incorporation of a joint stock limited company, explain the terms incorporation by share
offering and incorporation by means of sponsorship; (4 marks)
(b) state the minimum registered capital required for a joint stock limited company; and (3 marks)
(c) state the statutory requirement for capital contributions by the sponsors of a joint stock limited company that
is incorporated by means of sponsorship. (3 marks)
(10 marks) 5 This question requires candidates to explain the two forms of incorporation of a joint stock limited company, and state the minimum
registered capital and the statutory requirement for capital contributions by the sponsors of a joint stock limited company under
the relevant provisions of the Company Law of China:
(a) (i) In accordance with Article 78 of the Company Law, incorporation by share offering means a form of incorporation of a
joint stock limited company in which the sponsors subscribe a portion of the shares to be issued by the company and
offer the rest of the shares to the general public or to specific investors.
(ii) According to the same provision of law incorporation by means of sponsorship means a form of incorporation of a joint
stock limited company in which the sponsors of a joint stock limited company subscribe all the shares to be issued by
the company.
(b) In accordance with Article 81 of the Company Law, the minimum amount of the registered capital of a joint stock limited
company shall be RMB 5,000,000 yuan. If a higher minimum amount of the registered capital of a joint stock limited
company is required by laws or administrative regulations, such provisions shall prevail.
(c) In accordance with Article 81 of the Company Law, where a joint stock limited company is incorporated by means of
sponsorship, the amount of initial capital contributions by all sponsors shall not be less than 20% of the registered capital,
and the remaining part of the registered capital may be paid up by the sponsors within two years upon incorporation of the
company; provided that, in the case of a investment company, it may be paid up within five years upon incorporation of the
company. | 
发表于 2008-10-11 11:07
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