Study and Sharing on Several Provisions of the Supreme People's Court on the Time Effect of the Application of the Company Law of the People's Republic of China

The new Company Law will come into effect on July 1, 2024, and the judicial interpretation of the time effect of the Company Law will be implemented on the same day. On the afternoon of July 5, 2024, during the Denghu Classroom, Lawyer Meng Xiaojun from my firm will share with you the study of 'Several Provisions of the Supreme People's Court on the Time Effectiveness of the Application of the Company Law of the People's Republic of China'.

This sharing is mainly divided into two parts. Firstly, the application rules of the 'Several Provisions of the Supreme People's Court on the Time Effect of the Application of the Company Law of the People's Republic of China' are summarized as follows:

（1） For simple behavioral norms that do not involve the application of temporal validity;

（2） The judicial interpretation aims to address issues related to the norms of judicial law, as well as the norms of both judicial law and behavioral law. Including 1. There is no change in the provisions of the new and old company laws; 2. Newly added: The old law does not have provisions, but the new law has provisions; 3. Inconsistent provisions between old and new laws.

On this basis, Lawyer Meng provides a detailed interpretation of the time effectiveness provisions of the applicable company law.

Article 1: Civil disputes arising from legal facts after the implementation of the Company Law shall be governed by the provisions of the Company Law.

For civil disputes arising from legal facts before the implementation of the Company Law, if there are provisions in the laws and judicial interpretations at that time, the provisions of the laws and judicial interpretations at that time shall apply. However, the application of the Company Law is more conducive to achieving its legislative purpose. The provisions of the Company Law shall apply:

（1） Before the implementation of the Company Law, if the procedure for convening the shareholders' meeting of a company was improper and shareholders who were not notified to attend the meeting requested the people's court to revoke the resolution within one year from the date of its adoption, the provisions of Article 26 (2) of the Company Law shall apply;

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Article 22: Resolutions of the company's shareholders' meeting, shareholders' meeting, or board of directors that violate laws and administrative regulations shall be invalid.

If the convening procedures and voting methods of the shareholders' meeting, shareholders' meeting, or board of directors' meeting violate laws, administrative regulations, or the company's articles of association, or if the content of the resolution violates the company's articles of association, shareholders may request the people's court to revoke it within 60 days from the date of the resolution.

If shareholders file a lawsuit in accordance with the provisions of the preceding paragraph, the people's court may, at the request of the company, require shareholders to provide corresponding guarantees.  

If a company has already completed the registration of changes based on a resolution of the shareholders' meeting, shareholders' meeting, or board of directors, and the people's court declares the resolution invalid or revokes it, the company shall apply to the company registration authority for revocation of the registration of changes.

Article 26: If the convening procedures and voting methods of a company's shareholders' meeting or board of directors' meeting violate laws, administrative regulations, or the company's articles of association, or if the content of a resolution violates the company's articles of association, shareholders may request the people's court to revoke it within 60 days from the date of the resolution.

However, the convening procedures or voting methods of shareholder meetings and board meetings have only minor flaws, except for those that do not have a substantial impact on resolutions.

Shareholders who have not been notified to attend the shareholders' meeting may request the people's court to revoke the resolution within 60 days from the date they knew or should have known that the resolution was made; If the revocation right is not exercised within one year from the date of the resolution, the revocation right shall be extinguished.

(1) The maximum protection period and starting point for the revocation right of shareholders who have not been notified to attend the shareholders' meeting.

(2) Absorb minor flaws in the Interpretation of the Company Law (IV) that have not had a substantial impact on the resolution, as well as resolutions that have not been established.

（2） If the resolutions of the shareholders' meeting and the board of directors before the implementation of the Company Law are confirmed by the people's court to be invalid in accordance with the law, and there is a dispute over the effectiveness of the legal relationship formed between the company and a bona fide counterparty based on the resolution, the provisions of Article 28 (2) of the Company Law shall apply;

Interpretation of Company Law (IV)

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Article 6: If a resolution of the shareholders' meeting or the shareholders' meeting or the board of directors is confirmed invalid or revoked by a judgment of the people's court, the civil legal relationship formed between the company and a bona fide counterparty based on the resolution shall not be affected.

Article 28: If a resolution of the shareholders' meeting or the board of directors of a company is declared invalid, revoked, or confirmed as invalid by the people's court, the company shall apply to the company registration authority to revoke the registration that has been processed in accordance with the resolution.

If the resolutions of the shareholders' meeting or the board of directors are declared invalid, revoked or confirmed invalid by the people's court, the civil legal relationship formed between the company and the bona fide counterpart based on the resolution shall not be affected.

Absorbing relevant provisions from the Interpretation of the Company Law (IV).

（3） Before the implementation of the Company Law, if shareholders contribute capital through debt and disputes arise over the method of contribution, the provisions of Article 48 (1) of the Company Law shall apply;

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Article 27 Shareholders may contribute in monetary form, as well as in the form of tangible goods, intellectual property, land use rights, and other non monetary assets that can be valued in monetary form and transferred in accordance with the law; However, property that cannot be used as capital contribution according to laws and administrative regulations is excluded.

Non monetary assets used as capital should be evaluated and verified for their value, and their value should not be overestimated or underestimated. If laws and administrative regulations provide for evaluation and pricing, follow their provisions.

Article 48 Shareholders may make capital contributions in monetary form, as well as in tangible goods, intellectual property, land use rights, equity, debt, and other non monetary assets that can be valued in monetary form and transferred in accordance with the law; However, property that cannot be used as capital contribution according to laws and administrative regulations is excluded.

Non monetary assets used as capital should be evaluated and verified for their value, and their value should not be overestimated or underestimated.

If there are provisions in laws and administrative regulations regarding the evaluation and valuation, they shall be followed

Its regulations.

Clarify the contribution methods of 'debt and equity' in legal form.

（4） Before the implementation of the Company Law, if a shareholder of a limited liability company transfers equity to a person other than the shareholder and a dispute arises over the equity transfer, the provisions of Article 84 (2) of the Company Law shall apply;

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Article 71 Shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity by shareholders to persons other than shareholders shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing of the transfer of their equity and seek their consent. If other shareholders fail to respond within 30 days from the date of receiving the written notice, it shall be deemed that they have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the dissenting shareholders shall purchase the transferred equity; Those who do not purchase shall be deemed to have agreed to the transfer.

The equity transferred with the consent of shareholders shall have the right of first refusal for other shareholders under the same conditions.

If two or more shareholders claim to exercise the right of first refusal, they shall negotiate and determine their respective purchase ratios; If no agreement can be reached through negotiation, the right of first refusal shall be exercised in accordance with the respective contribution ratios at the time of transfer.

If there are other provisions in the company's articles of association regarding the transfer of equity, those provisions shall prevail.

Article 84: Shareholders of a limited liability company may transfer all or part of their equity to each other.

If a shareholder transfers equity to a person other than a shareholder, they shall notify other shareholders in writing of the quantity, price, payment method, and deadline of the equity transfer. Other shareholders have the right of first refusal under the same conditions. Shareholders who fail to respond within 30 days from the date of receiving written notice shall be deemed to have waived their right of first refusal.

If two or more shareholders exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If no agreement can be reached through negotiation, the right of first refusal shall be exercised in accordance with the respective contribution ratios at the time of transfer.

If there are other provisions in the company's articles of association regarding the transfer of equity, those provisions shall prevail.

Substantive modification: Cancel the condition that the transfer of equity to external parties should be approved by more than half of the other shareholders.

（5） Before the implementation of the Company Law, if a company violates legal provisions by distributing profits to shareholders or reducing registered capital, resulting in losses to the company, and disputes arise over liability for damages, the provisions of Article 211 and Article 226 of the Company Law shall apply respectively;

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Article 166, Paragraph 5: If the shareholders' meeting, shareholders' general meeting, or board of directors violates the provisions of the preceding paragraph by distributing profits to shareholders before the company makes up for losses and withdraws statutory reserves, shareholders must return the profits distributed in violation of regulations to the company.

Article 211: If a company violates this regulation by distributing profits to shareholders, the shareholders shall return the profits distributed in violation of the regulations to the company; Shareholders and responsible directors, supervisors, and senior management personnel who cause losses to the company shall be liable for compensation.

New shareholders, directors, supervisors, and senior executives shall be held liable for compensation.

Article 226: If a shareholder violates the provisions of this Law by reducing the registered capital, the shareholder shall return the funds received, and if the shareholder's capital contribution is reduced or waived, it shall be restored to its original state; Shareholders and responsible directors, supervisors, and senior management personnel who cause losses to the company shall be liable for compensation.

Add new terms.

（6） If a profit distribution resolution is made before the implementation of the Company Law, and there is a dispute over the time limit for profit distribution, the provisions of Article 212 of the Company Law shall apply;

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Article 212: If the shareholders' meeting makes a resolution to distribute profits, the board of directors shall distribute them within six months from the date of the shareholders' meeting resolution.

New clause: The deadline for the company to distribute profits is 6 months after making a resolution.

（7） Before the implementation of the Company Law, if a company reduces its registered capital and there is a dispute among shareholders over the corresponding reduction in capital contribution or number of shares, the provisions of Article 224 (3) of the Company Law shall apply.

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Article 224, Paragraph 3: When a company reduces its registered capital, it shall correspondingly reduce the amount of capital contribution or shares held by shareholders in proportion to their respective contributions or shares, unless otherwise provided by law, agreed upon by all shareholders of a limited liability company, or stipulated in the articles of association of a joint stock limited company.

New clause: Capital reduction, based on the principle of proportional reduction.

Article 2: Civil legal acts related to the company before the implementation of the Company Law shall be deemed invalid based on the laws and judicial interpretations at that time, but deemed valid based on the Company Law. In the following situations where disputes arise over the effectiveness of civil legal acts, the provisions of the Company Law shall apply:

（1） If there is a dispute over the effectiveness of the agreement that the company shall bear joint and several liability for the debts of the invested enterprise, the provisions of Article 14 (2) of the Company Law shall apply;

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Article 15: The company may invest in other enterprises; However, unless otherwise provided by law, one shall not become a joint and several liability investor for the debts of the invested enterprise.

Article 14: The company may invest in other enterprises.

If the law stipulates that a company shall not become a joint and several liability investor for the debts of the invested enterprise, its provisions shall apply.

No substantial changes, textual modifications.

（2） If there is a dispute over the effectiveness of a company resolution to use capital reserves to make up for losses, the provisions of Article 214 of the Company Law shall apply;

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Article 168: The company's reserve fund shall be used to make up for the company's losses, expand the company's production and operation, or be converted into an increase in the company's capital. However, the capital reserve fund shall not be used to make up for the company's losses.

When the statutory reserve fund is converted into capital, the retained reserve fund shall not be less than 25% of the registered capital of the company before the conversion.

Article 214: The company's reserve fund shall be used to make up for the company's losses, expand the company's production and operation, or be converted into an increase in the company's registered capital.

To make up for the company's losses with the provident fund, the discretionary provident fund and statutory provident fund should be used first; If it cannot be compensated, the capital reserve fund can be used according to regulations.

When the statutory reserve fund is converted into an increase in registered capital, the retained reserve fund shall not be less than 25% of the company's registered capital before the conversion.

Substantive modification: The capital reserve fund can be used to make up for the company's losses.

（3） If a company merges with a company that holds more than 90% of its shares and disputes the validity of the merger resolution, the provisions of Article 219 of the Company Law shall apply.

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Article 219: When a company merges with a company in which it holds more than 90% of the shares, the merged company does not need to obtain a resolution from the shareholders' meeting, but shall notify other shareholders, who have the right to request the company to purchase its equity or shares at a reasonable price.

If the price paid for the merger of the company does not exceed 10% of the net assets of the company, it may not be subject to a resolution of the shareholders' meeting; However, unless otherwise specified in the company's articles of association.

If a company merges in accordance with the provisions of the preceding two paragraphs without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.

New: Simplified merger system, small-scale merger system.

Article 3: Contracts related to the company entered into before the implementation of the Company Law shall continue to be performed until after the implementation of the Company Law. In case of disputes arising from performance before the implementation of the Company Law, the provisions of the laws and judicial interpretations at that time shall apply; In case of disputes arising from the performance of the Company Law after its implementation, the provisions of the Company Law shall apply:

（1） The contract for holding shares of listed companies on behalf of others shall be subject to the provisions of Article 140 (2) of the Company Law;

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Article 140: Listed companies shall disclose the information of shareholders and actual controllers in accordance with the law, and the relevant information shall be true, accurate, and complete.

It is prohibited to hold stocks of listed companies on behalf of others in violation of laws and administrative regulations.

New: Disclosure obligations of listed companies.

（2） If a subsidiary of a listed company acquires a share contract of the listed company, the provisions of Article 141 of the Company Law shall apply;

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Article 141: A subsidiary controlled by a listed company shall not acquire shares of the listed company.

If a subsidiary of a listed company holds shares of the listed company due to company mergers, exercise of pledge rights, or other reasons, it shall not exercise the voting rights corresponding to the shares held and shall promptly dispose of the relevant shares of the listed company.

New: Disposal of shares between listed companies and their holding subsidiaries.

（3） A limited liability company that provides gifts, loans, guarantees, and other financial assistance contracts for others to acquire shares of the company or its parent company shall be subject to the provisions of Article 163 of the Company Law.

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Article 163: The company shall not provide gifts, loans, guarantees, or other financial assistance for others to acquire shares of the company or its parent company, except for the implementation of employee stock ownership plans.

For the benefit of the company, with the resolution of the shareholders' meeting or the authorization of the board of directors in accordance with the company's articles of association or shareholders' meeting, the company may provide financial assistance for others to acquire shares of the company or its parent company, but the cumulative total amount of financial assistance shall not exceed 10% of the total issued share capital. The resolution made by the board of directors shall be passed by more than two-thirds of all directors.

If the violation of the preceding two provisions causes losses to the company, the responsible directors, supervisors, and senior management personnel shall bear the liability for compensation.

Add new terms.

Article 4: Civil disputes arising from legal facts before the implementation of the Company Law shall be governed by the provisions of the Company Law in the following circumstances where the laws and judicial interpretations at that time did not provide for such disputes:

（1） If a shareholder transfers equity that has not yet reached the deadline for capital contribution, and the transferee fails to pay the capital contribution in full and on time, the determination of the transferor's and transferee's capital contribution responsibilities shall be subject to the provisions of Article 88 (1) of the Company Law;

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Article 18: If a shareholder of a limited liability company transfers equity without fulfilling or fully fulfilling their capital contribution obligations, and the transferee knows or should know about it, and the company requests the shareholder to fulfill their capital contribution obligations and the transferee to assume joint and several liability for it, the people's court shall support it; If the company's creditors file a lawsuit against the shareholder in accordance with Article 13, paragraph 2 of these regulations, and request the aforementioned assignee to assume joint and several liability for it, the people's court shall support it.

If the transferee, after assuming responsibility in accordance with the provisions of the preceding paragraph, seeks compensation from the shareholder who has not fulfilled or fully fulfilled their capital contribution obligations, the people's court shall support it. However, unless otherwise agreed by the parties.

Article 88: If a shareholder transfers equity that has already subscribed for capital but has not yet reached the capital contribution deadline, the transferee shall bear the obligation to pay the capital contribution; If the transferee fails to pay the capital contribution in full and on time, the transferor shall bear supplementary responsibility for the capital contribution that the transferee fails to pay on time.

(1) New: Treatment of equity transfer within the subscribed capital period.

(2) Absorb the defective equity transfer in Interpretation (III) of the Company Law.

（2） If the controlling shareholder of a limited liability company abuses shareholder rights and seriously damages the interests of the company or other shareholders, and other shareholders request the company to purchase their equity at a reasonable price, the provisions of Article 89, paragraphs 3 and 4 of the Company Law shall apply;

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Article 89, Paragraphs 3 and 4: If the controlling shareholder of a company abuses shareholder rights and seriously damages the interests of the company or other shareholders, other shareholders have the right to request the company to purchase their equity at a reasonable price.

The equity acquired by the company due to the circumstances stipulated in the first and third paragraphs of this article shall be transferred or cancelled within six months in accordance with the law.

New: If the controlling shareholder of a company abuses shareholder rights and seriously damages the interests of the company or other shareholders, other shareholders have the right to request compensation

Request the company to acquire its equity at a reasonable price.

（3） If shareholders who vote against the resolution of the shareholders' meeting of a limited liability company request the company to purchase their shares at a reasonable price, the provisions of Article 161 of the Company Law shall apply;

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Article 161: In any of the following circumstances, shareholders who vote against the resolution of the shareholders' meeting may request the company to purchase their shares at a reasonable price, except for companies that publicly issue shares:

（1） The company has not distributed profits to shareholders for five consecutive years, but the company has been profitable for the past five years and meets the profit distribution conditions stipulated in this law;

（2） The company transfers its main assets;

（3） When the business term stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the articles of association arise, the shareholders' meeting shall pass a resolution to amend the articles of association to continue the existence of the company.

If a shareholder and the company cannot reach a share acquisition agreement within 60 days from the date of the shareholder meeting resolution, the shareholder may file a lawsuit with the people's court within 90 days from the date of the shareholder meeting resolution.

The company shall transfer or cancel its own shares acquired under the circumstances specified in the first paragraph of this article within six months in accordance with the law.

New: Shareholders' repurchase request right of joint-stock companies.

（4） The determination of civil liability for controlling shareholders and actual controllers who do not serve as directors of the company in carrying out company affairs shall be subject to the provisions of Article 180 of the Company Law;

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Article 147, Paragraph 1: Directors, supervisors, and senior management personnel shall comply with laws, administrative regulations, and the company's articles of association, and shall have a duty of loyalty and diligence towards the company.

Article 180 Directors, supervisors, and senior management personnel have a duty of loyalty to the company and shall take measures to avoid conflicts of interest between themselves and the company. They shall not use their powers to seek improper benefits.

Directors, supervisors, and senior management personnel have a diligent obligation to the company, and in performing their duties, they should exercise the reasonable care that a manager should normally have for the maximum benefit of the company.

If the controlling shareholder or actual controller of a company does not serve as a director but actually carries out company affairs, the provisions of the preceding two paragraphs shall apply.

Improve the loyalty and diligence obligations of directors, supervisors, and senior management personnel.

（5） The determination of civil liability for activities that harm the interests of the company or shareholders, as instructed by the controlling shareholder or actual controller, shall be governed by Article 192 of the Company Law;

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Article 192: If the controlling shareholder or actual controller of a company instructs a director or senior management personnel to engage in acts that harm the interests of the company or shareholders, they shall bear joint and several liability with the director or senior management personnel.

Add new terms.

（6） Other circumstances that do not deviate significantly from the reasonable expectations of the relevant parties.

Article 5: Civil disputes arising from legal facts before the implementation of the Company Law shall be governed by the provisions of the Company Law in the following situations where specific provisions have been made by the Company Law in accordance with the principle provisions of the laws and judicial interpretations at that time:

（1） The articles of association of a limited liability company provide restrictions on the transfer of shares. In case of disputes arising from this provision, Article 157 of the Company Law shall apply;

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Article 137: The shares held by shareholders may be transferred in accordance with the law.

Article 157: Shareholders of a joint stock limited company may transfer their shares to other shareholders or to persons other than shareholders; If there are restrictions on the transfer of shares in the company's articles of association, the transfer shall be carried out in accordance with the provisions of the company's articles of association.

The company's articles of association may impose restrictions on the transfer of shares

（2） The determination of compensation liability for similar businesses such as embezzlement of company funds, illegal related party transactions, improper pursuit of company business opportunities, and business restrictions by company supervisors shall be subject to the provisions of Article 181, Article 182 (1), Article 183, and Article 184 of the Company Law, respectively;

（3） The determination of compensation liability for directors and senior management personnel who improperly seek business opportunities or impose business restrictions on the company shall be subject to the provisions of Article 183 and Article 184 of the Company Law, respectively;

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Article 147, Paragraph 2: Directors, supervisors, and senior management personnel shall not use their powers to accept bribes or other illegal income, nor shall they embezzle the company's property.

Article 148, Paragraph 1: Directors and senior management personnel shall not engage in the following behaviors:

（1） Embezzlement of company funds;

（2） Deposit company funds in personal or other personal accounts;

（3） Violating the provisions of the company's articles of association by lending company funds to others or providing guarantees for others with company property without the consent of the shareholders' meeting, shareholders' general meeting, or board of directors;

（4） Violating the provisions of the company's articles of association or entering into contracts or transactions with the company without the consent of the shareholders' meeting or general meeting;

（5） Without the consent of the shareholders' meeting or the general meeting of shareholders, taking advantage of one's position to seek business opportunities belonging to the company for oneself or others, engaging in self operated or operated businesses similar to those of the company for which one is employed;

（6） Accepting commissions from transactions between others and the company as one's own;

（7） Unauthorized disclosure of company secrets;

（8） Other behaviors that violate the duty of loyalty to the company.

Article 181: Directors, supervisors, and senior management personnel shall not engage in the following behaviors:

（1） Embezzlement of company property and misappropriation of company funds;

（2） Deposit company funds in personal or other personal accounts;

（3） Using one's power to bribe or accept other illegal income;

（4） Accepting commissions from transactions between others and the company as one's own;

（5） Unauthorized disclosure of company secrets;

（6） Other behaviors that violate the duty of loyalty to the company.

Article 182, Paragraph 1: Directors, supervisors, and senior management personnel who directly or indirectly enter into contracts or conduct transactions with the company shall report to the board of directors or shareholders' meeting on matters related to the conclusion of contracts or transactions, and shall be approved by the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association.

Article 183 Directors, supervisors, and senior management personnel shall not take advantage of their positions to seek business opportunities belonging to the company for themselves or others. However, except for any of the following situations:

（1） Report to the board of directors or shareholders' meeting and obtain approval through a resolution of the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association;

（2） According to laws, administrative regulations, or the company's articles of association, the company cannot take advantage of this business opportunity.

Article 184: Directors, supervisors, and senior management personnel shall not engage in self operated or operated business similar to that of the company they serve for others without reporting to the board of directors or shareholders' meeting and obtaining approval from the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association.

(1) Improve the prohibited behaviors of directors, supervisors, and senior management personnel.

(2) Improve regulations on related party transactions for directors, supervisors, and senior management personnel.

（4） The determination of the scope of related parties and the nature of related transactions shall be subject to the provisions of Article 182 and Article 265 (4) of the Company Law.

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Article 216: The meanings of the following terms in this Law:

（4） Related relationships refer to the relationships between a company's controlling shareholder, actual controller, directors, supervisors, senior management personnel, and the enterprises they directly or indirectly control, as well as other relationships that may lead to the transfer of company interests. However, state-owned enterprises not only

Article 182: Directors, supervisors, and senior management personnel who directly or indirectly enter into contracts or conduct transactions with the company shall report to the board of directors or shareholders' meeting on matters related to the conclusion of contracts or transactions, and shall be approved by the board of directors or shareholders' meeting in accordance with the provisions of the company's articles of association.

The provisions of the preceding paragraph shall apply to the close relatives of directors, supervisors, and senior management personnel, enterprises directly or indirectly controlled by directors, supervisors, senior management personnel or their close relatives, and related persons who have other related relationships with directors, supervisors, and senior management personnel who enter into contracts or conduct transactions with the company.

Article 265: The meanings of the following terms in this Law:

（4） Related relationships refer to the relationships between a company's controlling shareholder, actual controller, directors, supervisors, senior management personnel, and the enterprises they directly or indirectly control, as well as other relationships that may lead to the transfer of company interests. However, state-owned enterprises not only

Make clear regulations on the scope of related parties and the nature of related transactions.

Article 6: If the legal facts that should be liquidated occur before the implementation of the Company Law and disputes arise due to liquidation responsibilities, the provisions of the laws and judicial interpretations at that time shall apply.

If the legal fact that should be liquidated occurred before the implementation of the Company Law, but less than 15 days have passed since the implementation of the Company Law, the provisions of Article 232 of the Company Law shall apply, and the deadline for the liquidation obligor to fulfill the liquidation obligation shall be recalculated from the implementation date of the Company Law.

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Article 183: If a company is dissolved due to the provisions of Article 180 (1), (2), (4), or (5) of this Law, a liquidation group shall be established within 15 days from the date of the occurrence of the dissolution reasons to begin liquidation. The liquidation team of a limited liability company is composed of shareholders, while the liquidation team of a joint stock limited company is composed of directors or personnel determined by the shareholders' meeting. If a liquidation team is not established within the deadline for liquidation, creditors may apply to the people's court to designate relevant personnel to form a liquidation team for liquidation. The people's court shall accept the application and promptly organize a liquidation team to carry out liquidation.

Article 232: If a company is dissolved due to the provisions of Article 229, Paragraph 1, Items 1, 2, 4, and 5 of this Law, it shall be liquidated. The director, as the liquidation obligor of the company, shall form a liquidation team within fifteen days from the date of the occurrence of the dissolution reasons for liquidation.

The liquidation team is composed of directors, except as otherwise provided in the company's articles of association or by a resolution of the shareholders' meeting to elect another person.

If the liquidation obligor fails to fulfill the liquidation obligation in a timely manner and causes losses to the company or creditors, they shall bear the liability for compensation.

Improve and revise the relevant regulations on company liquidation.

Article 7: For civil disputes that have been finally adjudicated before the implementation of the Company Law, if the parties apply for retrial or the people's court decides to retry according to the trial supervision procedure, the provisions of the laws and judicial interpretations at that time shall apply.

Article 8: These regulations shall come into effect on July 1, 2024.

With the implementation of the new Company Law, judicial interpretations that apply the time effect of the Company Law are of great significance in ensuring a smooth transition of the law and unifying the standards of judgment. Through the in-depth analysis of Lawyer Meng Xiaojun, every colleague has gained a deeper understanding of the new Company Law. Thank you very much for Lawyer Meng Xiaojun's sharing. We look forward to learning more useful knowledge through Denghu Classroom.