SPC Judicial Interpretation No. 3 of Several Issues concerning the Application of the PRC Company Law (Judicial Interpretation No.3)
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) 法释 [2011] 3号
Released on January 27, 2011 and effective on February 16, 2011
On January 27, 2011, the Supreme People's Court ("SPC") promulgated a Judicial Interpretation No.3 of Several Issues concerning the Application of the PRC Company Law ("Judicial Interpretation") and it took effect on February 16, 2011.
This Judicial Interpretation:
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restates that the promoters will be subject to the joint and several liabilities arising from the establishment of the company if the company is not set up due to the promoters' misconduct.
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provides that where the capital contributions are made in kind, the titles to the relevant properties (IP, land use right, equipment, and etc) must be transferred to the company and the actual use of the properties must also be handed over to the company.
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restates that the shareholders will be liable for the unlawful withdrawal of registered capital. If the directors or the senior managers are also liable for the unlawful withdrawal of registered capital, they will be subject to the relevant liabilities.
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acknowledges the legal position of the nominee shareholders and provides the effectiveness of the nominee arrangement agreement that is concluded between the actual investors and the nominee shareholders.