Chinese Law Prof Blog

Editor: Donald C. Clarke
George Washington University Law School

Tuesday, February 7, 2006

Wrong version of new Company Law in wide circulation

Last month I posted here about an incorrect version of the new Securities Law being in wide circulation. Now it appears that an incorrect version of the new Company Law is also in wide circulation. (Note: In what follows I append "(P)" to what I know personally and "(R)" to what has been reported to me but I haven't checked out personally.)

The mistake that has been discovered so far is in Para. 3 of Art. 120 of the Company Law. It reads, "Resolutions of the Board of Supervisors shall be passed by at least/over half of the supervisors." (监事会决议应当经半数以上监事通过。) (That darn "yishang 以上" problem again; presumably they mean "over half" here, but it's not my job to remove ambiguities when translating.) This paragraph can be found in what is presumably a reliable version: that appearing on the NPC's Web site ( (P). It does not, however, appear on the Web site version: (P). The same site also had an incorrect version of the Securities Law.

As for translations, the iSinolaw translation reflects the wrong version (P), as does the CCH China Laws for Foreign Business translation (R). However, the China Law & Practice version is correct (R), so hats off to CLP.

I don't know what errors there are other than the one reported above, but presumably where there's one there can be others. Comments welcome on further errors or speculation on why in both these cases an incorrect version of the law was circulated.

Many thanks to Knut Pissler for drawing this problem to my attention.

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