Company Law from Beginner to Mastery

Name: Company Law from Beginner to Mastery
ISBN: 9787509398050

刘纪伟China Legal Publishing House · ChinaApr 2025

3.4

Word count: 168K words
Chapters: 69
ISBN: 9787509398050

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Summary

Company law governs the founding, management, and operation of companies, making it essential law to understand. To help readers grasp and master company law, the authors' team has prepared this book. Taking a case-based approach grounded in company law practice, and building on the Company Law and its four judicial interpretations together with the authors' years of case experience and theoretical research, the book summarizes how company law is concretely understood and applied in adjudicative practice. It distills 62 difficult issues that arise frequently in company law cases, covering mainly the establishment and governing bodies of limited liability companies and joint stock companies, share issuance, equity transfers, corporate finance and accounting, and company mergers, divisions, capital increases, capital reductions, dissolution, and liquidation. Each case comes with professional analysis that examines the key points of dispute and methods for risk prevention.

Editor's review

The book's distinguishing feature is that it explains Company Law provisions through real case scenarios. Using the Company Law and its four judicial interpretations as the framework, the author distills 62 difficult issues that frequently arise in company law cases, covering the full process of company establishment, organizational structure, share issuance, equity transfer, financial accounting, merger and division, capital increase and reduction, dissolution and liquidation. Each issue opens with a case, followed by professional analysis that focuses on key points of dispute and offers risk prevention methods, so readers not only learn what the rules are but also understand how they are cited and argued in practice. Written for beginners, the language and structure lower the barrier to entry, yet the content does not stop at conceptual introduction but addresses specific understandings and application disputes in adjudicative practice. It is suitable as a second book for studying company law: first build basic concepts, then use this book to ground them in cases. It is also suitable for practitioners to consult as needed, locating relevant chapters by topic when specific issues arise and calibrating judgment through case analysis. Readers are advised to read with questions in mind: first review the case facts and form their own prediction, then read the analysis for better results.

Who it's for

A good fit for

Law students new to company law who need cases to understand abstract rules
Corporate legal and compliance personnel seeking to identify common risks in corporate governance
Newly practicing lawyers and trainees who need to quickly familiarize themselves with company law case strategies
Entrepreneurs and company managers who want to understand the basic legal boundaries of establishment, equity, and governance

Not a good fit for

Researchers seeking in-depth theoretical debate and academic construction; this book focuses on practical analysis
Readers who only want the original text of Company Law provisions and do not need case elaboration
Readers expecting coverage of securities regulation and the entire capital market process; this book focuses on Company Law itself

Reading tips

First read through the provisions of the Company Law and its four judicial interpretations, then read alongside this book's topics to understand where the rules come from.
For each case, cover the analysis and judge the disputed issues yourself first, then compare with the author's analysis to correct your thinking.
Excerpt passages on risk prevention methods separately and organize them into checklists for your own business scenarios.
For cross-chapter issues (e.g., equity transfer involving organizational structure), read linked topics together via the subject index to avoid fragmented understanding.

About the publisher

China Legal Publishing House China · Founded in 1989

China Legal Publishing House is a legal publisher overseen and sponsored by the Ministry of Justice, with the publication of standard texts of national laws and regulations as an important focus; its catalogue already contains 2,972 titles. Its publications cover fields such as criminal law, civil law, contract law, company law, real estate law and the security system, including article-by-article commentaries such as the Interpretation of the Contract Part of the Civil Code of the People's Republic of China, adjudication rules and case compilations oriented toward judicial practice such as Understanding and Applying Adjudication Rules in Contract Disputes and A Compendium of Court Views on Real Estate Cases, as well as legal classics such as On Crimes and Punishments and academic works such as The Theory of Procedural Sanctions. In terms of author resources, the publisher brings together classic legal authors such as Cesare Beccaria, scholars and practitioners such as Liu Junhai, Long Weiqiu and Zhu Shuying, and cooperates with institutions including the National Judges College and the Judicial Case Research Institute of the Supreme People's Court. Its publishing character lies in linking legal texts, scholarly interpretation and judicial application, balancing authoritative norms with practical guidance.

版权信息
1 公司经决议提供担保，应承担保证责任
2 公司应有独立人格，人格混同难脱责任
3 股东会决议形成要依法，否则决议内容无效
4 依法形成的董事会决议，法院亦须尊重
5 出资方式有限制，劳务出资将遭拒
6 非货币财产出资估价，依据市场才客观
7 出资时限股东自定，内外追责依据不一致
8 股东行使公司知情权，可查阅法定六类文件
9 股东未按时认缴出资还需承担违约责任
10 股东行使公司知情权应目的正当
11 股东可委托专业机构帮助行使公司知情权
12 股东行使知情权，前置书面申请程序要完成
13 撤回出资有方法，股东不可抽逃出资
14 公司股权转让完成后要办好相关手续
15 股东会会议召开与表决，一般依章程规定
16 股东会不能超越法律及章程明确的职权行事
17 股东有权提议召开临时股东会会议
18 股东会决议依法通过，增资行为才有效
19 符合法定情形，监事也可召开股东会会议
20 即使抽逃出资，股东仍可按认缴出资比例表决
21 股东表决权基于出资比例，并不能一票否决
22 由董事会而非经理依法设置公司内部管理机构
23 董事会而非人事部依法制定公司基本管理制度
24 董事会表决一人一票，在人数而不在出资
25 个人可成立一人有限公司
26 个人仅可投资设立一个一人有限公司
27 个人财产与公司财产混同，股东承担连带责任
28 同等条件下其他股东可优先购买转让股权
29 股权对外转让须经其他股东过半数同意
30 其他股东仍可在限期内优先购买被强制执行的股权
31 公司不发红利，股东可转让或请求公司收购股权
32 公司章程无特殊规定，股东权利可依法继承
33 股东入股时即有权知道募集资金的用途
34 代表1/10以上表决权的股东可提议召开董事会临时会议
35 召开董事会会议应谨记两个“过半数”
36 反对决议的董事可对董事会决议带来的损失免责
37 公司董事、监事、高级管理人员要尽到忠实与勤勉义务
38 公司高级管理人员不得挪用公司资金
39 为减少注册资本，公司可收购本公司股份
40 特殊情况下股东可直接提起代位诉讼
41 公司减少注册资本，相关手续须办好
42 清算未尽通知义务且以虚假清算报告骗取注销登记应赔偿
43 强制解散公司有条件，不到最后莫要提
44 股东间矛盾不影响公司经营，不是“严重困难”
45 持10%以上表决权的股东可提起解散公司之诉
46 为保护社会公众利益，即使满足条件，公司也不能解散
47 股东怠于履行清算义务，对公司债务连带清偿
48 清算组成员应及时追讨抽逃资本以免承担赔偿责任
49 内部机制运转失灵，不亏损也是“严重困难”
50 公司清算应及时通知、公告债权人
51 公司清算分配应按工商登记的股份比例进行
52 因抽逃全部出资被解除股东资格后起诉，法院不支持
53 公司担保无股东会决议并不导致担保合同无效
54 发起人为公司利益签订合同，对方可向发起人公司追责
55 公司未成立，债务分担先按约定次按出资比例
56 发起人因成立公司造成他人损害，公司未成立也应赔偿
57 以虚假合同转移出资也是“抽逃出资”
58 协助股东抽逃出资亦违法，应承担连带责任
59 以非货币财产出资，股东无须补足贬值后的差价
60 被告股东应证明已履行出资义务，否则将败诉
61 被人冒用姓名成为股东，无须承担相应责任
62 合营一方对外转让股权需经合营他方同意并报批
附录
中华人民共和国公司法
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（一）
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（二）
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（三）
最高人民法院关于适用《中华人民共和国公司法》若干问题的规定（四）

FAQ

Can readers with no legal background understand this book?

It is accessible for beginners, but reading alongside the statutory provisions is necessary. The book uses cases and lowers the comprehension barrier as much as possible; however, company law is concept-dense. With no background at all, it is advisable to first skim the Company Law provisions and basic terminology before entering the case analysis, and check the statutes whenever a rule is unclear—this makes for smoother reading.

How are the 62 difficult issues organized?

They are organized by company life cycle and practical themes, covering the establishment, organizational structure, share issuance, equity transfer, and financial accounting of limited liability companies and joint stock companies, as well as merger, division, capital increase, capital reduction, dissolution, and liquidation. Each issue is presented as a case with professional analysis, examining key points of dispute and risk prevention methods.

How is this book different from a pure statutory commentary?

A statutory commentary focuses on explaining the meaning of norms article by article, whereas this book starts from practice, testing provisions in specific cases, highlighting divergent understandings and disputed points in adjudicative practice, and offering risk prevention approaches. It is better suited to readers who want to understand how rules apply in actual cases.

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About the author

刘纪伟 Author

Liu Jiwei is an author of legal books about whom limited public information is available; his nationality, dates of birth and death, education, and professional titles are not reliably documented. Judging from the four works held in the collection, his writing centers on two areas: labor law and corporate legal management. On the one hand, he addresses the practical application of labor dispute handling and the Labor Contract Law, offering convenience to lawyers handling cases and to general readers seeking quick reference. On the other hand, he focuses on the construction of corporate legal management systems and introductory coverage of company law, including institutional templates and frequently used forms with a practical orientation. Overall, his works are mainly reference books and practice guides that emphasize quick lookup, ready application, and procedural clarity. They are aimed at legal practitioners, business managers, and readers who need to understand the relevant rules, and his style tends to be well organized and easy to consult, concentrating on turning legal provisions into workable operational references.