Corporate Governance Lawyers in China

Corporate governance is not complete when articles and shareholder resolutions are filed. The operating model should connect shareholder rights, capital and contribution status, board or executive-director authority, legal representative and manager powers, audit or supervisory arrangements, reserved matters, related-party and controller transactions, signatures and company chops, banking and payment controls, information and records, conflicts, delegations, subsidiaries, compliance escalation, deadlock, transfer, exit, and responsibility for statutory filings.

Questions that change the route

Who owns, controls, appoints, approves, signs, and benefits?

Map registered and beneficial owners, contribution obligations and status, voting and economic rights, controllers and related parties, shareholder and board appointment rights, legal representative, directors, managers and audit or supervisory body, signatories, chops, bank mandates, powers of attorney, and actual decision practice.

Which decisions require which process and record?

Create a reserved-matters and delegation matrix for strategy, budget, financing and guarantees, capital, dividends, acquisitions and disposals, contracts, litigation, related-party transactions, officers, compensation, compliance, data, intellectual property, employment, licences and filings; specify notice, quorum, voting, conflict handling, minutes and implementation ownership.

How will the company detect and resolve control failure?

Test access to books and systems, accounting and audit, chop and payment segregation, controller instructions, whistleblowing, conflicts, compliance reports, subsidiary oversight, unauthorized acts, director or officer duties, indemnity and insurance, deadlock, default, removal, transfer and exit, investigation, remediation and evidence preservation.

Evidence to organize first

• Current register extract, articles and amendments, shareholder register and beneficial-owner chart, contribution and valuation records, investment and shareholder agreements, appointment and removal records, identity and related-party map
• Shareholder and board rules, reserved-matters and delegation matrix, notices, agendas, minutes and resolutions, legal-representative and manager authority, powers of attorney, chops and custody logs, bank mandates, contract and payment approvals
• Accounts, audits and information-rights requests, conflict and related-party disclosures, compliance and investigation records, subsidiary reports, filings and annual reports, licence ownership, director and officer insurance, breach, deadlock, transfer, exit and remediation chronology

Official orientation sources: Company Law (effective 1 July 2024) · Regulation on the Administration of Registration of Market Entities · Measures for the Implementation of Company Registration Administration. Source check: 8 October 2026.