公司章程翻译.doc

公司章程翻译1公司章程翻译概论在英语中，公司章程的名称有多种：constitution（公司章程）、by-laws（章程细则）、constitutional documents（章程文件）、Memorandum and Articles of Association (公司组织章程大纲及章程细则)。在现代意义上的公司发祥地英国，公司章程是由二类文件组成的：“Memorandum of Association”和“ Articles of Association”。美国对此作了些演变，公司章程分为“Articles of Incorporation”（创立合同）和“Bylaws”（章程细则）。根据中国法律注册成立之公司的公司章程（Articles of Association）往往没有Memorandum of Association，中小型公司的公司章程通常为数千字左右，多为重复公司法上的相关规定，少数大型或境内外上市的国内大型公司章程较长。境外公司章程相对较为复杂严密，短则数千字（小型公司），长者数万字（大中型公司）。中国企业根据不同角度可以分为许多类型。按公司组建形式来分：股份有限公司、有限公司、合伙公司；按投资者来分：外商独资企业、中外合资企、中外合作企业、内资企业；按承担风险的大小来分：无限责任（例如合伙公司）和有限责任（例如有限责任公司）等等。这些企业各有自己的公司章程。我们以香港为例，来说明英美法系下的类型。根据香港公司条例所涉及的公司类型较多，包括：私人公司、公众公司、海外公司、无限公司、保证有限公司、有限公司、股份有限公司、董事经理负无限责任的有限公司、上市公司、附属公司、公司集团等，但在公司条例中作明确定义的不多。上述公司类型中，最基本的是私人公司（private company）和公众公司（public company）。 我们所面对的公司章程翻译，就其来源而言分为两方面，一方面是将中国特色的公司章程（原文为汉语）翻译为英文，另一方面是将境外公司以英美法系为基础的英文公司章程翻译成汉语。公司章程依据公司类型的不同而内容有所不同，虽然咋一看甚为繁杂，但其实从翻译角度而言，公司章程翻译有以下几个特点：(1) 法律语言，结构严密，公式化，套式语句。正因如此，句子较长，往往是一个段落或几个段落为一句话，长度可达数百单词，需要做一定的语法分析。翻译具有一定难度。(2) 公司章程内容具有一定的专业性，每个段落、语句或词语均具有严格的专业含义。在翻译过程中，应确保对其所表达实际含义具有准确把握，切不可随意臆想。(3) 同类型企业的公司章程所表达内容相似度较大，重复率高，有一定雷同性。这个特点提示我们，如果收集整理一个丰富准确的中英文公司章程资料库，会令此方面的翻译工作事半功倍。在翻译公司章程时，对其内容结构及其语言特点的了解会对翻译起到帮助作用。同时，多积累或搜寻到一定的各类公司章程双语版本进行参考，会大大减轻翻译难度及工作量。但是，公司章程翻译的根本在于译者具有相应的翻译能力，完全依赖参考资料是不可取的，因为在翻译过程中很难幸运地碰到与自身所收集资料库中正好完全相同的参考文件。如果不具备相应的翻译水平，有时可能一句话或者其中的某个关键词的理解错误，就会导致出现不可原谅的翻译错误。常用网上辅助参考工具，一是香港的双语法例资料系统中的中英文法例查询引擎：.hk/eng/home.htm， 二是该系统下的英汉法律术语表：.hk/eng/glossary/homeglos.htm，非常有用，建议在翻译工作中不时使用。下面，我们在7.2节以中国某外商独资企业章程（汉译英）为例探讨中国特色公司章程的翻译，在7.3节中以香港注册成立的不设股本的担保有限公司探讨英美法系下公司章程（英译汉）的翻译。2中国某外商独资企业章程（汉译英）我们下面以中国某外商独资企业XXXXXXXXX有限公司为例，探讨中国特色公司章程的翻译。一个公司的公司章程应当记载的事项包括：(1) 公司名称和住所； (2) 公司经营范围； (3) 公司设立方式； (4) 注册资本（或公司股份总数）； (5) 股东的权利和义务； (6) 董事会的组成、职权、任期和议事规则； (7) 公司法定代表人； (8) 监事会（如有）的组成、职权、任期和议事规则； (9) 公司利润分配办法； (10) 公司的解散事由和清算办法； (11) 公司的通知和公告办法。英文中文Articles of Association for Solely Foreign-owned Enterprises(With Board of Directors and Supervisor)Chapter 1General Provisions Chapter 2ShareholderChapter 3Directors and Supervisor Chapter 4Objectives and Scope of the Business Chapter 5Total Investment Amount and the Registered CapitalChapter 6Board of DirectorsChapter 7Business Management OfficeChapter 8Taxation, Finance and Foreign Exchange ManagementChapter 9Distribution of ProfitsChapter 10Labor ManagementChapter 11Trade UnionChapter 12InsuranceChapter 13Duration, Dissolution and LiquidationChapter 14Rules and RegulationsChapter 15Supplementary ProvisionsChapter 1General Provisions Article 1In accordance with Law of the Peoples Republic of China on Foreign-Capital Enterprises and other relevant Chinese laws and regulations, ABC Company, Hong Kong intends to set up XXXXXXXXX Co., Ltd. (hereinafter referred to as the Company), an exclusively foreign-owned enterprise, in BBBBBB. For this purpose, these Articles of Association hereunder are formulated.Article 2The name of the Company is XXXXXX Co., Ltd.The legal address of the Company is at: The legal representative of the Company is: Article 3The name of the Shareholder isABC ComanyThe place of incorporation isHong KongThe legal address of the Shareholder is:The legal representative of the Shareholder is:The nationality of the legal representative isBritishArticle 4The organization form of the Company is a limited liability company. The Shareholder is liable to the Company within the limit of its capital subscription, and the Company shall assume external liabilities with all of its assets.Article 5The Company is under the governance and protection of Chinese laws and its activities must comply with the stipulations of the Chinese laws, decrees and relevant regulations and shall not damage the public interests of China.Chapter 2ShareholdersArticle 6The shareholder is the Companys organ of power, which shall exercise the following functions:(1) Determining the Companys operational guidelines and investment plans;(2) Electing and changing the Directors and supervisor assumed by non-representatives of the employees and deciding the matters relating to their remuneration;(3) Deliberating and approving reports of the Board of Directors;(4) Deliberating and approving reports of the supervisor;(5) Deliberating and approving annual financial budget plans and final account plans of the Company;(6) Deliberating and approving Company profit distribution plans and loss recovery plans;(7) Making resolution about the increase or reduction of the Companys registered capital;(8) Adopting resolutions about the assignment, split-up, dissolution, liquidation, change of Company form of the Company;(9) Revising the Articles of Association of the Company;(10) Other functions as specified by the articles of association.For any of the matters as listed in the preceding paragraph, if all shareholders consent to it in writing, it is not required to convene a shareholders meeting. A decision may be made directly and shall bear the signature or seals of all the shareholders.When the shareholder content to the Companys operational guidelines and investment plans, he shall make it in written form, put his signature to it and preserve it in the Company.Chapter 3Directors and SupervisorArticle 7The board of directors shall be responsible for the shareholder and shall exercise the following functions:(1) Presenting reports to the shareholder;(2) Adopting resolutions made at the shareholder;(3) Determining the operational plans and investment plans;(4) Working out the companys annual financial budget plans and final account plans;(5) Working out the companys profit distribution plans and loss recovery plans;(6) Working out the companys plans on the increase or reduction of registered capital;(7) Working out the companys plans on merger, split-up, change of the company form, dissolution etc.;(8) Making decisions on the establishment of the companies internal management departments;(9) Making decisions on the hiring or dismissing the companys manager and his remuneration, and according to the nomination of the manager, deciding on the hiring or dismissal of vice manager(s) and the person in charge of finance as well as their remuneration.(10) Working out the companys basic management system and(11) Other functions as specified in the articles of association.Article 8The Company does not establish a Board of Supervisors and it will have ONE Supervisor appointed by the Shareholder.Article 9 Each term of office of the Supervisors shall be 3 years. The Supervisors may, after the expiry of their term of office, hold a consecutive term of office upon re-election. No director or manager may concurrently work as a Supervisor.If no re-election is timely carried out after the expiry of the term of office of the Supervisors, the original supervisors shall, before the newly elected Supervisors assumes his post, exercise the powers of the supervisors in accordance with the laws, administrative regulations, as well as the articles of association.Article 10The Supervisor may exercise the following powers:(1) To check the financial affairs of the Company;(2) To supervise the duly-related acts of the directors and senior managers, to put forward proposals on the removal of any director or senior manager who violates any law, administrative regulation, the articles of association or any resolution of the shareholders meeting;(3) To demand any director or senior manager to make corrections if his act has injured the interests of the Company;(4) To put forward proposals at shareholders meetings;(5) To initiate actions against directors or senior managers in accordance with Article 152 of the law.The Supervisor may attend the meetings of the Board of Directors as a nonvoting attendee, and may raise questions or suggestions about the matters to be decided by the Board of Directors.The expenses necessary for the Supervisor of the Company to perform his duties shall be borne by the Company.Chapter 4Objective and Scope of the BusinessArticle 11The objective of the Company is to engage in the importation, distribution and exportation of XXX brand products, includingArticle 12The business scope of the Company is to engage in the importation, distribution and exportation of XXX brand products, includingChapter 5Total Investment Amount and the Registered CapitalArticle 13The amount of total investment of the Company is RMB 100,000; The registered capital is RMB 100,000.Article 14The Shareholder shall contribute at least 15% of the registered capital of the Company within ninety days of the issuance of its business license. The balance of the registered capital shall be contributed in full within 2 year after the issuance of business license of the Company.Article 15The Shareholder shall contribute the registered capital with the following method: 1.The Investor shall contribute at least 15% of the registered capital of the Company within ninety days of the issuance of its business license. The balance of the registered capital shall be contributed in full within 2 year after the issuance of business license of the Company.The capital contribution of each party shall be converted according to the current exchange rate of the Peoples Bank of China.The capital contribution in kind shall be recognized as available on the day when the Company obtains the certificate of right.Article 16Within 30 days upon the capital contribution of the Company to any installment, the Company shall engage certified public accountants registered in China to verify the capital and present a report on the verification of capital. Within 30 days upon receipt of the report on capital verification, the Company shall present a certificate of capital contribution to the Shareholder and file with the original examination and approval authority and the administrative department of industry and commerce.Article 17The readjustment of registered capital or total investment amount shall, after being unanimously agreed by the Board of Directors, be submitted to the original examination and approval authority for approval and go through alteration formalities with the administrative department of industry and commerce.Chapter 6Board of DirectorsArticle 18The Company shall set up the Board of Directors, which shall be the highest authority of the Company. It shall decide on all major issues concerning the Company. The date of issuance of the approval certificate of the Company shall be the date of the establishment of the Board of Directors.Article 19The Board of Directors is composed of 3 directors, with one chairperson and 2 directors. The shareholders of the Board shall be appointed by the Shareholder. The term of office for the directors and chairperson is three years, and their term of office may be renewed if continuously appointed by the appointing party. Any party shall inform the other party of its appointment or replacement of directors and put it on file with the administrative department of industry and commerce. Article 20The chairperson of the Board is the legal representative of the Company. Should the chairperson be unable to exercise his/her responsibilities for any reason, he/she shall authorize the other director to exercise rights and fulfill obligations.Article 21The Board of Directors shall convene at least one meeting every year. The meeting shall be called and presided over by the chairperson of the Board. The chairperson may convene an interim meeting based on a proposal made by more than one third of the total number of directors.Article 22The Board meeting (including interim meeting) shall not be held without the attendance of more than two thirds of directors. Each director has one vote. Attendance can be made by tele-conference.Article 23In case a director cannot attend the Board meeting, he/she should issue a letter of attorney entrusting other person to attend the Board meeting and vote on his/her behalf. Should he/she not attend or entrust other person to attend the Board meeting in due course, he/she shall be deemed to waive his/her right.Article 24Unanimous approval of all the directors present to the Board meeting shall be required for any decisions concerning the following issues:1. modification of the Articles of Association of the Company;2. termination or dissolution of the Company;3. readjustment of registered capital of the Company;4. Split of the Company or merger with other economic organizations.5. Issues which, according to the Board of Directors, must be unanimously passed by all directors.Other issues can be passed by the decisions of simple majority.Article 25Each Board meeting shall have detailed minutes, which shall be signed by all the directors present at the meeting. The meeting minutes shall be put on file of the Company for future reference.Chapter 7Business Management OfficeArticle 26The Company exercises general manager responsibility system under the leadership of the Board of Directors, with 1 general manager and no deputy general manager to be engaged by the Board of Directors. Article 27The general manager is directly responsible to the Board of Directors and shall carry out the various decisions of the Board and organize and guide the overall production of the Company. Article 28Several department managers may be appointed by the management office to be responsible for the work in various departments respectively, handle the matters handed over by the general manager and be responsible to him.Article 29The general manager and all the other managers shall earnestly perform their duty and shall not hold concurrent post as a manager or other forms of employee for other companies.In case of malpractice or serious dereliction of duty on the part of the general manager can be dismissed at any time upon the decision of the Board meeting.Article 30The departments of the Company and the setup of department structure shall be planned by the general manager through consultation and shall be determined by the Board of Directors. Other sub-departments and the setup of positions other than senior managers shall be determined by the general manager through consultation.Article 31In case of malpractice or serious dereliction of duty on the part of the senior managers, the Board of Directors shall have the power to dismiss them at any time.Chapter 8Taxation, Finance and Foreign Exchange ManagementArticle 32The Company shall pay various items of taxes in accordance with relevant Chinese laws and stipulations on taxation.Article 33Staff shareholders and workers of the Company shall pay individual income tax according to Individual Income Tax Law of the Peoples Republic of China.Article 34The Company shall implement accounting system in accordance with relevant financial management system of the Peoples Republic of China. The Company shall, according to international practice, adopt accrual accounting system and debit-credit book-keeping method.Article 35The fiscal year of the Company shall be from January 1 to December 31 of each Gregorian calendar year. The first fiscal year shall be from the day when the business license is issued to December 31 of the same year.Article 36All accounting vouchers, account books and statements shall be written in Chinese and shall, if written in foreign languages, be supplemented with Chinese.Article 37The Company shall use RMB bookkeeping. Conversion of RMB with other currencies shall be calculated on the basis of current numeraire exchange rate of the Peoples Bank of China on the day of arising.Article 38The Company shall, in accordance with applicable Chinese laws and regulations, open a foreign currency account and a RMB account in domestic banks.Article 39In the first 3 months of each fiscal year, the general manager shall prepare the previous years balance sheet, profit and loss statement and profit distribution proposal and submit them to the Board of Directors for examination and approval.Financial checking and examination of the Company shall be conducted by an auditor registered in China and the auditors report shall be submitted to the Board of Directors.Article 40The foreign exchange issues of the Company shall be handled in accordance with the relevant laws and regulations concerning foreign exchange administration.Chapter 9 Distribution of ProfitsArticle 41The Company shall set aside allocations for reserve funds and welfare funds and bonuses for staff and workers from the after-income-tax profits. The specific proportion of allocations shall be decided by the Board of Directors in accordance with Rules for the Implementation of the Law of the Peoples Republic of China on Foreign- Capital Enterprises and other relevant laws and regulations of China.Article 42The remaining profits after payment of company income tax and allocation of various funds in accordance with the stipulations of Article 38 shall be distributed to the Shareholder according to the decision of the Board of Directors.Article 43The profits of the Company shall be distributed annually and no profits shall be distributed should the losses in the previous years not be covered. The undistributed profits in the past fiscal years can be distributed together with the distributable profits in the current fiscal year.Chapter 10Labor ManagementArticle 44Such issues of the Company as recr