Chambers and Partners, one of the most authoritative international legal ranking agencies, invited Global Law Office to contribute to the China chapter of the Chambers and Partners Global Practice Guides – Corporate Governance 2025 (Q&A). For each chapter, reputable and leading law firms ranked by Chambers and Partners are invited to provide a concise overview of recent legal and practical developments and trends in a particular area of expertise in each jurisdiction.

As the most important development, the Company Law of the People's Republic of China was revised on 29 December 2023, and the new rules came into effect on 1 July 2024, with the following major changes:

• Reform of registered capital system

• Responsibility of controlling shareholders and actual control person

• Improvement of legal representative system

• Corporate governance structure about dual class equity

• Competition between the centralism of shareholders' meeting and the centralism of board

• Enrichment of shareholder derivative lawsuits

• Protection of shareholders' rights

• Company autonomy and shareholder discretion in designing a company's articles of association

The Corporate Governance 2025 (Q&A) is written by Kevin Wang, based on the latest judicial practice trend after the implementation of the Company Law of the People's Republic of China. It mainly highlights the following key issues:

• Deregistration of legal representatives

• Recognition of substantive directors and Shadow Directors

• Practice of acceleration of contribution

• Time limitation or expectation of share repurchase

• Piercing the Corporate Veil, and the liabilities of Shadow Shareholders and Shadow Directors

• Reversely Piercing the Corporate Veil

• Legal duties of directors and officers, and the application of the principle of business judgment

• Shareholder direct lawsuits and shareholder derivative lawsuits

• Civil liabilities and criminal liabilities of shareholders

By reading this chapter, you can generally understand the latest trends and development prospects of corporate governance in China. If you have any questions or suggestions about this chapter, please contact the author of this chapter.