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1、2005年国家司法考试大纲商法Basic RequirementsA comprehensive grasp of the company law, partnership law, individual owned enterprises, foreign investment enterprise law, bankruptcy law, negotiable instrument law, insurance law and the maritime law of the basic concepts, basic theory and the basic system, grasp t
2、he essentials and important principle in commercial law, to be able to apply the basic concept, principle and the existing legal provisions comprehensive analysis and solution of commercial activities in the specific case, example, achieve mastery.Chapter 1 company lawSection 1 general introduction
3、of company lawThe companys concepts and characteristics (independent property, independent civil liability, for-profit), the type of company (the companys different classification standards and their significance, the company and subsidiaries, parent companies and subsidiaries, parent companies and
4、subsidiaries)The second section is the general system of the companyThe establishment of the company (the company set up between company initiated the establishment of fund raising organization) the name of the company (the company Authority Executive Supervision Authority) the companys articles of
5、Association (articles of association of the significance of the articles of association of the company the companys modification of the articles of association of the companys capital () to determine the company capital capital relationship capital maintenance business essentials constant capital ca
6、pital and corporate assets) company shares (shares the concept of the transfer of the type of shares) and the shareholders of the company (shareholders qualification and confirmation of shareholders rights obligations of the shareholders) corporate bonds (corporate bonds type of corporate bond issua
7、nce of corporate bonds transfer) financial and accounting company (revenue the distribution system of company system of financial accounting report) the companys merger and division of a company (the new combined absorption After the merger of companies received debt assume the new division split of
8、f the split company debt obligation) dissolution and liquidation of a company (the company dissolution of the consequences of the dissolution of the company liquidation organization liquidation) branches of foreign companies (the establishment of branches of foreign companies set up spare parts prog
9、ram branches of foreign companies the concept of branches of foreign companies foreign branches of the dissolution and liquidation)Third section limited liability companyThe characteristics of the limited liability company (feature set up the procedural aspects of the characteristics of the transfer
10、 of shares of shareholders of limited number of closed understanding) have set up conditions Yin liability company (the number of shareholders of shareholders qualification of registered capital of the company articles of association of the company name) the establishment of a limited liability comp
11、any program (contribution to pay capital and investment agreement verification of company name pre registration registration) limited liability company equity Certificate (certificate holders) limited liability company stock transfer (transfer transfer condition procedures of other shareholders pre
12、emptive rights) limited liability company capital change (increase of registered capital reduction of registered capital) limited liability company (Organization shareholders and the board of directors, executive directors, managers, supervisors and operating procedures for directors. Managers and s
13、upervisors, service effectiveness requirements for directors, managers and supervisors Prohibition Act) a wholly state-owned company (state-owned company of wholly state-owned company to set up a program of state-owned company organization and responsibilities of a wholly state-owned company assets
14、management of state-owned company directors and supervisors qualifications)Fourth section of Limited by Share LtdThe characteristics of Limited by Share Ltd (set up the procedural aspects of the characteristics of the issuance of shares characteristics of the number of shareholders of the shares tra
15、nsfer characteristics in terms of understanding of the Limited by Share Ltd open) the establishment of Limited by Share Ltd (promoters of the conditions and obligations shall be initiated when the responsibility of Capital Constitution) Limited by Share Ltd set up methods and procedures (initiated t
16、he establishment of two fund raising established procedures in different conditions and the establishment of Limited by Share Ltd (Organization) the general meeting of shareholders, board of directors, managers, board of supervisors qualification requirements and operation program on the board of di
17、rectors, managers and supervisors of directors, managers and supervisors Prohibition Act) of the Limited by Share Ltd shares (IPO conditions and procedures the stock issue price premium to the price The stock form of bearer shares and bearer shares) of the Limited by Share Ltd stock transfer (the pl
18、ace principle transfer of shares transfer of shares transfer of shares Limited registered stock transfer of bearer shares of listed companies (program) concept of listed companies the shares listed on the supervision of listed companies disclosure of listed the company to suspend the listing and ter
19、mination of the listing)The second chapter, partnership lawSection 1 Summary of partnership systemThe characteristics of the concept of partnership partnership (jointly funded jointly operate a total profit of foreign bear unlimited joint liability) compared with the company partnership (more than c
20、ivil duty comparison property comparison organization capital investor capital by way of comparison of the financing burden of)Section second conditions and procedures for the establishment of partnership enterprises(the number of partner partner partner requirements conditions and qualifications of
21、 the capacity is prohibited by law as a partner of the partnership agreement (case) effective partnership agreement form partnership agreement partnership agreement partnership agreement (the) partnership funded by the investment of capital contribution in the form of payment of breach of the obliga
22、tion of capital contribution responsibility and consequences) the name of the partnership enterprise (legal name of the partnership name prohibition) documents and materials in the establishment of a partnership enterprise shall submit the applicant to apply for registration of the partnershipThe th
23、ird section is the property of the partnershipThe scope of the concept of partnership property partnership property (property investment property accumulation) nature of partnership property (to distinguish between ownership and right to use capital investment partnership property according to copie
24、s of nature) partnership property management, use and disposalThe fourth section is the execution of partnership affairsThe duty of loyalty that matters partner characteristics of partnership affairs partnership affairs and the partnership affairs decided to execute the partnership affairs partnersh
25、ip affairs vetting shall be agreed by all the partners (the prohibition of trading prohibition other damage prohibition)The fifth section deals with the relationship between the partnership and the third partyThe foreign partner behavior responsibility to the third person in good faith to protect th
26、e partnership debts (between the liquidation order of unlimited liability partner settlement joint settlement properties of the partnership liabilities of the underlying debt sharing of recovery and exercise) partner debtsThe sixth day occupation and withdrawalThe concept of occupation occupation co
27、ndition and the procedure (the obligation of all partners agree to conclude a written partnership agreement to partner occupation relevant to partnership management status and financial situation and inform the consequences of occupation occupation) (the right of occupation of pre partnership debt r
28、ules for debts of the partnership admission agreement on the concept of internal and external validity) the type of withdrawal withdrawal statement (notice of withdrawal withdrawal withdrawal protocol) statutory withdrawal (the legal situation of the legal situation of course withdrawal from the con
29、sequences of withdrawal withdrawal) (% loss of property inheritance and partner qualification qualification partner who died when the withdrawal settlement vicarious)The dissolution and liquidation of partnership in the seventh sectionThe reasons for dissolution of partnership, liquidation at partne
30、rship dissolution (liquidation of liquidator, liquidation order of property, time limit for cancellation of debt of partnership, cancellation of registration)The third chapter is the sole proprietorship lawSection 1 overview of individual proprietorship enterprisesThe concept of an individual propri
31、etorship, the characteristics of an individual proprietorship (the characteristics of the investor, the nature of the property, the characteristics of the civil liability, the distinction between the individual proprietorship and the relevant organization)The second section is about the establishmen
32、t of sole proprietorship enterpriseThe conditions for establishment of sole proprietorship enterprise (investment investor requirements of enterprise name requirements of other operating conditions) of individual proprietorship enterprises to set up a program (issued by the documents and materials b
33、usiness license application for establishment shall be submitted to the registration authority for the branch) of individual proprietorship enterprises to change individual proprietorship enterprisesThe third section is the management of investors and affairs of individual proprietorship enterprises
34、A sole proprietorship enterprise investor (investor investor rights obligations condition investor investor responsibility) business management of individual proprietorship enterprises (the affairs of the sole proprietorship enterprise management mode of trustee and manager was hired as an obligatio
35、n and not labor and social security management as a sole proprietorship enterprise financial management obligations of individual proprietorship enterprises.)Dissolution and liquidation of fourth individual proprietorship enterprisesThe dissolution of individual proprietorship enterprises (investors
36、 decided to disband the death of the investor is declared dead and no heir to the dissolution of license revoked in accordance with law when the dissolution of other dissolution case) liquidation of sole proprietorship enterprise (liquidation order responsibility notification and announcement proced
37、ure the insolvency proceedings property liquidation liquidation of the people the extinctive prescription cancellation of registration)The fourth chapter: foreign investment enterprise lawSection 1 overview of foreign investment enterprise lawThe characteristics of foreign-funded enterprise law conc
38、ept of Foreign Investment Law (the legal characteristics of jurisdiction and judicial protection of the characteristics of application of the law characteristics of the qualification of the sources of capital) types of Foreign Investment Law (industry cooperation business enterprises and joint ventu
39、res owned enterprises)The second section of the law on Sino foreign joint venturesThe establishment of Sino foreign joint ventures of foreign joint ventures and Sino foreign joint ventures of the concept (for the examination and approval organ shall set up the time of the establishment of the prohib
40、ition of case registration authority issued a business license) the registered capital and the contribution of Chinese foreign equity joint ventures Sino foreign joint ventures (the responsibilities and consequences of Chinese and foreign parties proportion way in the registered capital of the inves
41、tment of machinery and equipment and other materials contributed to the requirements of contribution of intellectual property to the requirements of a period of overdue pay Capital Provisions on site funded investors on both sides of the overdue pay capital consequences) organization of Chinese fore
42、ign equity joint ventures (administration authority supervision) dissolution and liquidation of Chinese foreign joint ventures the enterprise (for the duration of the dissolution of liquidation rules)Third law of the Chinese foreign cooperative enterpriseThe establishment of Sino foreign cooperative
43、 enterprises, the concept of law on Sino foreign cooperative enterprises the characteristics of Chinese foreign cooperative enterprises (the establishment of application should be submitted to the examination and approval organ material time registration authority shall issue the business license) C
44、hinese foreign cooperative enterprises registered capital of the Sino foreign cooperative enterprise organization form of the law on Sino foreign cooperative enterprises investment and cooperation (flexible way of capital partners requires all parties funded ratio of all parties to pay capital perio
45、d of different organizational forms of investment and investment proportion) the Sino foreign cooperative organization and the rules of business (requirements of different types of flexible organization form of organization and rules of procedure) the income distribution of Chinese foreign cooperati
46、ve enterprises and investment recovery (flexible investment allocation recovery (3) flexible provisions) dissolution and liquidation of Sino foreign cooperative enterprises (the term of the joint venture, the cause of dissolution and the rules of liquidation)Fourth section of the law on foreign fund
47、ed enterprisesThe characteristics of foreign foreign-invested enterprises the concept of an enterprise with foreign capital (prohibit the establishment of procedural provisions) organization and registered capital of the foreign-funded enterprise (specified in the form of a limited liability company
48、 other liability of registered capital) capital contribution of the foreign investors and pay capital period (on machinery and equipment, industrial property rights and proprietary technology capital requirements of the the investment period of overdue pay capital) for the consequences of foreign fu
49、nded enterprises (land use fees of foreign-funded enterprises with solutions of foreign-funded enterprises) management of foreign funded enterprises (materials purchase management sales management accounting management regulations for workers and labor management regulations) termination and liquidation foreign enterprises operating period of an enterprise with foreign capital (case clearing rules termination)