china law
Lehmanlaw

Section Three: Special Provisions on One-Person Limited Liability Companies

Article 58
The provisions under this section shall govern the formation and the organizational structure of one-person limited liability companies. Where there are matters that are not covered by this section, the provisions of the first two sections under Chapter One shall apply.

A one-person limited liability company referred to herein means a limited liability company with a sole shareholder of either a natural person or a legal person.

Article 59
The minimum amount of the registered capital of a one-person limited liability company shall be RMB100, 000 which must be fully paid at the time of incorporation.
Natural persons are permitted to set up only one such company and that company is not allowed to invest in other one-person companies.

Article 60
In applying for registration of a one-person limited liability company, the proposed company shall indicate whether the investor is a natural person or a legal person, and specify it in its business license.

Article 61
The articles of association of a one-person limited liability company shall be formulated by its shareholder.

Article 62
A one-person limited liability company does not have shareholders meetings. The shareholder shall make the decision set forth in Article 38 (1) in written form, sign and maintain it at the company’s premises.

Article 63
A one-person limited liability company shall prepare its financial and accounting reports at the end of each fiscal year, which shall be reviewed by an accounting firm.

Article 64
Where the shareholder of a one-person limited liability company cannot prove that the company’s assets is independent from his own property, such shareholder shall bear joint and several liability for the debts of the company.