In 2006, the 11th Commercial Law Judicial Examination was intensively trained in classification.

1. Shunda Electronics Co., Ltd. was approved and registered by the company registration authority on May 20, 2003, and obtained the Business License of Enterprise as a Legal Person. The company should start business before ().

A. August A.2003

C. 20 June C.2003

2. Shareholders' meetings of limited liability companies are divided into regular meetings and temporary meetings. Regular meetings shall be held on time in accordance with the provisions of the Articles of Association, and shareholders representing () or more voting rights, directors or supervisors over 65,438+0/3 may propose to hold an interim meeting.

a. 1/5

c. 1/3

3. The net assets of a joint stock limited company are 50 million yuan. According to the Company Law of China, its foreign investment is ().

A. no more than 50 million yuan. B. no more than 25 million yuan.

C. it shall not exceed17.5 million yuan. D. no more than 6,543,800 yuan.

4. Which of the following behaviors are not within the scope of fair use? ( )

A. A company shoots sculptures of Gong * * Square, and then makes them into pictures for distribution.

B. In order to report Jacky Cheung's concert in the Workers' Gymnasium, a TV station played a clip of Jacky Cheung's performance.

A writer translated a Chinese novel written by a writer in Guangxi Zhuang Autonomous Region into Mongolian and published it in China.

D A troupe held a benefit performance for the welfare of the disabled (all the ticket money was used for donation) and performed plays published by others.

5. The statement of a wholly state-owned company does not conform to the law ().

The articles of association of a wholly state-owned company shall be formulated by the board of directors of the company according to law, and reported to the state-authorized investment institution or state-authorized department for the record.

B a wholly state-owned company shall have a board of directors with 3-9 members, who shall be appointed or replaced by an institution or department authorized by the state according to the term of the board of directors.

C. A wholly state-owned company does not have a shareholders' meeting, and the board of directors of the company is authorized by the state-authorized investment institution or the state-authorized department to exercise part of the functions and powers of the shareholders' meeting and decide on major issues of the company.

D a wholly state-owned company refers to a limited liability company established by a state-authorized investment institution or a state-authorized department.

6. Which of the following institutions decides the issuance scale of corporate bonds? ( )

A. the State Council B. the State Council Securities Management Department

C. Higher authorities of China People's Bank D. Company

7. Which of the following statements about the subrogation right of insurance companies is correct? ( )

A. If the insured of life insurance causes death, disability or illness due to the act of a third party, the insurer has the right to recover from the third party after paying the insurance money to the insured or beneficiary.

B. After the property insurance accident, the insured should first claim compensation from the third party, and the unpaid part can claim compensation from the insurance company. Within the scope of compensation, the insurer may exercise the right of subrogation to a third party.

C after the property insurance accident, if the insured has obtained damages from a third party, the insurer may deduct the amount of compensation that the insured has obtained from the third party when compensating the insurance money.

D the insurer shall not exercise the right of subrogation for the close relatives of the insured.

8. After paying the liquidation expenses, the property of Xinhua Trade, a partnership enterprise, still has 50,000 yuan left. Now suppose there are: a. the capital contribution of partners; B. taxes owed by the partnership; C. debts of the partnership; D. The wages and labor insurance fees owed by the partnership, and the four debts that need to be paid off with the property of the partnership, should be paid off in which of the following order? ( )

a.bdca b. dbca c. bcda d. dcba

9. The investors of the joint venture agreed in the joint venture agreement that this contract shall be bound by the laws of China applicable to Chinese-foreign joint ventures at the time of the establishment of the joint venture; After the establishment of a joint venture, the amendment of the original law or the new legislation is not applicable to the joint venture. The statement about the legal effect of this clause is correct ().

A This is the scope of party autonomy and should be protected by law.

This clause can only take effect after being approved by the examination and approval authority.

C this clause violates the provisions of China laws and shall be null and void.

D this clause does not violate the laws of China and is valid.

10. Which of the following is the basis for each party of a Chinese-foreign contractual joint venture to bear risks and losses? ( )

A. their respective capital contribution ratio and surplus distribution

C. existing mandatory provisions of laws and regulations D. surplus distribution ratio?

1 1. According to the relevant provisions of the negotiable instrument law, which of the following statements about guarantee is correct? ( )

A the bill guarantor should be someone other than the bill debtor, and the bill debtor cannot act as the bill guarantor.

B. If the guarantor fails to record the name of the guarantor on the bill or its note, the guarantee behavior is invalid.

C. If the guarantor fails to record the date of guarantee on the bill or note, the guarantee behavior is invalid.

D. In principle, no conditions shall be attached except those that do not have a significant impact on the bill guarantee liability.

12. A joint stock limited company issues new shares to the public through ().

A. The shareholders' meeting shall make a resolution and report it to the department authorized by the State Council or the provincial people's government for approval.

B. The board of directors shall make a resolution and report it to the State Council Securities Regulatory Commission for approval.

C. The board of directors shall make a resolution and report it to the department authorized by the State Council or the provincial people's government for approval.

D resolutions made by the shareholders' meeting must be approved by the securities management department of the State Council after being reported to the authorized department of the State Council or the provincial people's government for approval.

Second, multiple-choice questions:

1. Party A holds the bill, but it is rejected when it is presented for acceptance. The following statement is incorrect ().

A. Party A shall exercise the right of recourse after the payment expires.

Party B shall, within 3 days from the date of receiving the relevant refusal certificate, notify its prior party in writing of the reasons for refusal. If the notice is not given within the prescribed time limit, the holder may still exercise the right of recourse.

C. party a may exercise the right of recourse against the payer.

Party A cannot exercise the right of recourse against the drawer, endorser and guarantor on the bill of exchange at the same time.

2. According to the Company Law, the manager of a limited liability company may exercise the following functions and powers ().

A. formulate specific internal rules of the company

Preside over the production, operation and management of the company and organize the implementation of the resolutions of the board of directors.

C. Decide on the establishment of the company's internal management organization

Organize the implementation of the company's annual business plan and investment plan.

3. Which of the following is valid when a joint-stock company issues shares to the public? ( )

A. registered name of the company

B. Date of establishment of the company in the registration authority

C. Stock type, par value and number of shares represented

D. serial number, chairman's signature and company seal of the stock.

4. Limited liability companies and joint stock limited companies shall make financial and accounting reports at the end of each fiscal year, which shall be examined and verified according to law. According to the Company Law, which of the following financial accounting statements and attached schedules should be included in the financial report? ( )。

A. Balance sheet B. Statement of asset appreciation

C. Sales statistics D. Statement of financial position

In order to expand the market share of its electronic products in China, a Korean company set up a foreign-funded enterprise in Suzhou, China, specializing in the production and operation of mobile phones and related electronic products. The following statement about the management authority of foreign-funded enterprises is correct ().

The division or merger of a foreign-capital enterprise shall be reported to the examination and approval authority for approval.

B. The increase or transfer of the registered capital of a foreign-capital enterprise shall be reported to the examination and approval authority for approval, and the change registration formalities shall be handled with the administrative department for industry and commerce.

The production and operation plan of a foreign-capital enterprise shall be reported to the competent authority for the record.

Foreign-capital enterprises shall operate and manage in accordance with the approved articles of association without interference.

6. The following statement is true ().

A In a contract with death as the condition for paying insurance benefits, if the insured commits suicide, the insurer generally does not assume the responsibility for paying insurance benefits.

B. If the insured intentionally commits a crime and causes his own disability or death, the insurer shall not be liable for paying the insurance money.

C. The life insurance contract stipulates that the premium shall be paid by installments. Unless otherwise agreed, the insurer has the right to terminate the contract if the applicant fails to pay the current insurance premium within 60 days after paying the initial insurance premium.

The beneficiary of a life insurance contract has the right to ask the insurer to pay the insurance premium, and shall not exercise the right to extinguish it within two years from the date of knowing the occurrence of the insured accident.

7. What are the following characteristics of a joint stock limited company? ( )

A. capital securitization B. separation of personal property and enterprise property

C. separation of ownership and management rights D. allowing the free transfer of shares of a joint stock limited company.

8. Which of the following facts are the reasons for the termination of stock listing? ( )

A. The company has suffered losses continuously in the last two years and failed to eliminate the losses within the time limit.

B the company's equity distribution changes, which no longer meets the listing requirements and cannot be eliminated within the time limit.

C. Resolution on dissolution of the company

D. The company's financial accounting report contains false records, which have serious consequences after investigation.

9. The following statement about a sole proprietorship enterprise is correct ().

A. If the property of a sole proprietorship enterprise is insufficient to pay off its debts, the investor shall pay off its debts with other personal property.

B after the dissolution of a sole proprietorship enterprise, the original investor shall still be liable for paying off the debts during the existence of the sole proprietorship enterprise within a certain period of time.

C. After the dissolution of a sole proprietorship enterprise, the investor shall conduct liquidation by himself or the creditor shall apply to the people's court to appoint a liquidator for liquidation.

D after the dissolution of the sole proprietorship enterprise, the original investor will no longer be liable for paying off the debts of the sole proprietorship enterprise during its existence.

10. Party A is a person with limited capacity. Due to the debt relationship between Party A and Party B, he issued a check to Otsuichi. After receiving the cheque, Party B endorsed it and transferred it to Party C, and Party C endorsed it and transferred it to Party D. When Party D asked the bank to pay, the bank refused to pay on the grounds that the drawer's seal was unclear. Who does Ding Can exercise the right of recourse against? ( )

Agricultural Bank of China Bank?

? 1 1. Zhang's father took out a life insurance policy for his son (20 years old) who was attending college, and signed an insurance contract with the insurance company, which included compensation clauses for accidental injury and death of the insured during the insurance period, and designated Zhang as the beneficiary. According to the above conditions, which of the following statements is correct? ( )

A. If the insured accident is caused by the damage to the subject matter insured by a third party, the insurer shall obtain the right of subrogation to the third party within the compensation amount from the date of compensation to the insured.

B after the insurer compensates the insured, if the insured waives the right of claim against the third party without the consent of the insurer, the insurer's right of subrogation shall not be affected.

C. If the insured waives the right to claim compensation from the third party after the insured accident and before the insurer pays the insurance premium, the insurer shall not enjoy the right of subrogation.

D. If the insured of life insurance suffers death, disability or illness due to the act of a third party, the insurer shall not enjoy the right of subrogation against the third party after paying the insurance money to the insured or beneficiary.

12. Which of the following persons restricted the transfer of shares in the company? ( )

A. promoter b, director c, manager d and supervisor d

13. The board of directors of a joint stock limited company with a registered capital of 20 million yuan has 15 directors. The following statements are about several meetings of the board of directors, which violated the relevant provisions of the Company Law? ( )

A. The board of directors was held on October 3rd, 2002/KLOC-0, with 7 directors present, and the meeting was held as scheduled.

B the board of directors was held on June 38, 2003+October 3, 2003/kloc-0, and the directors attending the meeting unanimously agreed to reduce the registered capital of the company by 500,000 yuan.

C. On June 3rd, 2002, the board of directors was convened, and 1 1 directors present at the meeting unanimously agreed to dismiss the current general manager, and made a resolution to appoint a vice chairman as the general manager of the company.

D. On June 3rd, 2003, the board of directors was convened, and two directors were unable to attend the meeting for some reason, so they entrusted other directors to attend the meeting on their behalf, and submitted a power of attorney indicating the scope of authorization.

14. Which of the following options should not be specified in the partnership agreement? ( )

A. distribute all profits to some partners. B. All losses shall be borne by some partners.

C. distribute all profits to all partners. D. all partners bear all losses.

15. The total share capital of the joint stock limited company is10.2 billion yuan, and its operating performance has been good. However, due to an investment failure, the company lost 50 million yuan. Which of the following events is the legal cause of this situation? ( )

A. the company shall use the statutory common reserve fund to make up the losses.

B the State Council Securities Regulatory Commission decided to suspend its stock listing.

The company shall convene an extraordinary general meeting of shareholders within two months.

(four) 35 million yuan bonds that have been approved for issuance but have not yet been issued shall be stopped immediately.

Third, indefinite multiple-choice questions:

Several companies, such as Guang Bei Wireless Power Plant, established Samsung Household Appliances Co., Ltd. in August 2003. Among them, Guang Bei Wireless Power Plant invested 5 million yuan, accounting for 25% of the total shares. In March, 2004, the shareholders' meeting of the company decided to form a partnership with a certain household appliance company in Shanghai, and both parties were jointly and severally liable for the debts of the company. After the resolution is made, Guang Bei Wireless Power Plant believes that Sanxing Company will bear unlimited responsibilities if it establishes a partnership with a Shanghai enterprise. Because the multi-party relationship cannot be straightened out, the business prospect of the partnership enterprise is not optimistic. Therefore, Guang Bei Wireless Power Plant brought a lawsuit to the court, demanding that the resolution of the shareholders' meeting on partnership with Shanghai enterprises be revoked. Please answer the following questions accordingly.

1. Which of the following statements is correct about the foreign investment right of Samsung Household Appliances Co., Ltd.? ( )

A. The shareholders' meeting of the company has the right to decide the company's investment plan B. The board of directors of the company has the right to decide the company's investment plan.

C. The general manager of the company has the right to organize the implementation of the company's investment plan D. All the above statements are correct.

2. What is the effectiveness of the above partnership resolution made by the shareholders' meeting of Samsung Household Appliances Co., Ltd.? ( )

A. the partnership resolution is legal and valid.

B. the partnership resolution is invalid.

C. the resolution of the partnership enterprise shall not be effective until the necessary formalities are fulfilled.

D. None of the above statements are correct.

3. Which of the following comments is correct about Guang Bei Wireless Power Plant suing the court to cancel the resolution of the shareholders' meeting? ( )

A. Guang Bei Wireless Power Plant shall propose to convene an extraordinary shareholders' meeting again to discuss the resolution, and shall not bring a lawsuit to the people's court.

B it is correct for Guang Bei wireless power plant to sue the court to cancel the resolution of the shareholders' meeting.

C. Guang Bei Wireless Power Plant can only request the shareholders' meeting to cancel the resolution through the board of supervisors, and may not bring a lawsuit to the people's court.

D before taking other relief measures, Guang Bei wireless power plant has no right to bring a lawsuit to the people's court.

Radio No.1 Factory and Radio No.2 Factory in a certain city are two state-owned enterprises. In May 2004, they negotiated with Huake Electronics Research Institute (a private scientific research institution) in this city, and each of the three legal persons contributed part to establish Tengda Co., Ltd. by way of sponsorship. Part of the company formation plan drawn up by the three promoters is as follows: (1) The total amount of funds raised by the company is RMB 1 20,000 yuan, but the total share capital is only 8 million shares, each with a par value of1yuan. The difference between the total amount of funds raised by the company and the total amount of funds raised by the company was obtained by issuing 65438+ 0.5 yuan per share at a premium. (2) The capital stock subscribed by Radio No.1 Factory is RMB 6,000,000.00 Yuan, which is converted into shares based on the right to use the site and the price of the building, and paid in some currencies; The capital stock subscribed by No.2 Radio Factory is 3 million yuan, and the price of machinery, equipment and trademark use right is 2.5 million yuan; and

500,000 yuan; Huake Electronics Research Institute subscribed for a share capital of 3 million yuan, converted into shares of 2 million yuan at the price of patented technology, and has a capital of 6.5438+0 million yuan; (3) During the existence of the company, the registered capital can be increased or decreased according to legal procedures, and shareholders are allowed to withdraw their shares; (4) If the company cannot be established for some reason, the promoters shall share the debts and expenses arising from the establishment in proportion to the subscription. Please answer questions 4 ~ 7:

4. Regarding the initiation of the establishment of a joint stock limited company in this case, combined with the provisions of the Company Law, which formulations can be established? ( )

A According to Article 75 1 of the Company Law of China, there must be five promoters, but in this case, there are less than five promoters, so it is impossible to initiate the establishment of a joint stock limited company.

B because two promoters in this case are state-owned enterprises, according to the second paragraph of Article 75 of the Company Law, if a state-owned enterprise is reorganized into a joint stock limited company, there may be less than five promoters. Therefore, the three companies in this case can initiate the establishment of a joint stock limited company.

C when a state-owned enterprise is reorganized into a joint stock limited company, the number of promoters may be less than five, but it must be established by way of subscription. Therefore, if the case is established by offer, it is legal.

D Since this case does not belong to the reorganization of a state-owned enterprise into a joint stock limited company, it must meet the minimum requirements of five sponsors.

5. Tengda Co., Ltd. has some problems in capital contribution, so which of the following statements is correct? ( )

A According to Article 78 of the Company Law, the minimum registered capital of a joint stock limited company is RMB 654,380,000. In this case, according to the number of shares to be issued and the par value of each share, the share capital is only 8 million yuan, which is not in compliance with the provisions of the Company Law.

B. If shares are issued at a premium, the paid-in capital of Tengda Co., Ltd. in this case has reached 654.38+0.2 million yuan, which meets the requirements of the Company Law on the minimum registered capital of a joint stock limited company.

C among the share capital subscribed by the promoters, the contribution of intangible property such as patented technology has reached 2.5 million yuan, which is inconsistent with the provisions of the Company Law that it shall not exceed 20% of the registered capital and should be corrected.

D China's "Company Law" allows sponsors to make contributions in the form of physical objects, industrial property rights, non-patented technologies and land use rights. Therefore, it is completely legal for the promoters of Tengda shares in this case to carefully evaluate the price without overestimating or underestimating it?

? 6. Combined with the provisions of Tengda Co., Ltd. on capital changes during the company's existence, which of the following statements conforms to the provisions of the Company Law? ( )

A. According to the needs of business development, Tengda Company can only increase its registered capital with the consent of the shareholders' meeting, but cannot reduce its registered capital.

B during the existence of tengda company, it can increase or decrease its capital according to the needs of business development and with the consent of the shareholders' meeting, but it must fulfill legal procedures.

C Tengda Company, as a joint stock limited company, not only allows shareholders to freely transfer their capital contribution, but also allows shareholders to withdraw their shares.

D Tengda Company, as a joint stock limited company, only allows shareholders to freely transfer their capital contribution, and does not allow shareholders to withdraw their shares.

7. Which of the following statements is correct about the share of the sponsors' debts and expenses when a joint stock limited company cannot be established? ( )

Since the promoters of A have agreed to share the shares according to the subscription ratio, they should fully respect their expression of will.

B. the promoters shall be jointly and severally liable to the creditors.

3. The promoters shall bear the debts and expenses arising from the establishment in accordance with the agreement.

D if the creditor only asks one of the promoters to pay off the debt, it shall be deemed as giving up the right of claim against the other promoters.

(3)

Two state-owned enterprises, A and B, intend to set up a joint stock limited company. Please answer question 8 ~ 10 according to the relevant provisions of the Company Law:

8. Which of the following statements is correct about the number of promoters of a joint stock limited company? ( )

A the number of promoters of a joint stock limited company shall not be less than 5.

B a joint stock limited company may have fewer than five promoters.

C the promoters of a joint stock limited company shall be 10 or more.

D the number of promoters of a joint stock limited company shall be at least 5 10.

9. Which of the following is correct about the way a company is established? ( )

A. A company can only be established through sponsorship. B. The company shall be established by way of offering.

C. A company can be established by a combination of initiation and offering. D. All three methods can be used.

10. In what society should a company submit the following main documents for public offering of shares? ( )

A. Approval documents of relevant authorities B. Articles of Association

C. prospectus D. capital verification certificate

Party A, Party B, Party C and Party D jointly set up a grain and oil processing enterprise, with Party A contributing 654.38 million yuan. Party B is responsible for purchasing machinery, Party C provides its own idle house as a workshop, and Party D is responsible for daily operation and maintenance because of its understanding of processing technology. In the first year of its establishment, the enterprise had a good profit of 40,000 yuan, and Party A, Party B, Party C and Party D each got 6,543.8+0,000 yuan. However, the market is unpredictable and the processed grain and oil products are unsalable, and this cooperative relationship has undergone a series of changes. Answer the question according to the case 1 1 ~ 15:

1 1. If the enterprise suffers losses, which of the following statements is correct? ( )

A. As Party D only provides technical services, it shall not be jointly and severally liable for the losses of the partnership.

Although B&D only provides technical services, it should still be jointly and severally liable for the losses of the partnership.

C. The losses of the enterprise shall be shared by Party A, Party B and Party C..

Partners such as D.D. shall be responsible for the losses of the partnership according to the actual surplus distribution ratio.

12. What should Party C do if it sees that the enterprise is losing money and unprofitable and proposes to quit the partnership? ( )

A if the partnership has a written agreement, it shall be handled according to the written agreement.

B if there is no agreement in the written agreement, it is not allowed in principle.

C. if there is no agreement in the written agreement, it is allowed in principle.

D. if his withdrawal will bring losses to the partnership, it is not allowed.

13. If the enterprise loses 40,000 yuan when Party C quits the partnership, and Party C gets 6,543.8+0,000 yuan, but Party A, Party B and Party D are still unable to repay the remaining debt of 30,000 yuan, what shall we do? ( )

A. Since Party C has withdrawn from the partnership, it is no longer responsible for paying off the remaining debt of RMB 30,000.

B although party c has withdrawn from the partnership, it is still jointly and severally liable for the debt of 30,000 yuan.

C although party c has withdrawn from the partnership, it still bears the debt of 30,000 yuan according to the actual surplus ratio.

D although party c has withdrawn from the partnership, it still needs to repay the debts of the partnership with the profits it obtains from the partnership.

14. If Party A sells the products of the partnership at a low price without permission in order to reduce its investment losses, then ().

A. A partnership may declare the sale of Party A and Party E invalid.

B. If E is an uninformed bona fide third party, the partnership shall not declare the transaction between A and E invalid.

C if party e knows that party a has been punished privately, the partnership may declare the transaction between party e and party a invalid.

D. If Party E knows that Party A disposes privately, the partnership enterprise shall not declare the transaction between Party A and Party B invalid.

15. If Party A, Party B, Party C and Party D unanimously agree to dissolve the partnership due to losses of the partnership, how to determine the position of the liquidator? ( )

A. all partners.

B with the consent of more than half of all partners, appoint a partner within 15 days after the dissolution of the partnership.

C with the consent of more than half of all partners, entrust a third party within 15 days after the dissolution of the partnership.

D/kloc-if the liquidator is not determined within 0/5 days, other interested parties shall apply to the people's court for appointment.

Answer:

First, multiple-choice questions:

1c 2d 3b 4d 5a 6a 7c 8b 9c 10b 1a 12d 13c 14c 15b 16c 17b 18b 1 9a 20c 2 1c 22c 23d 24c 25c 26a 27c 28a 29b 30c

Second, multiple-choice questions:

1 ACD 2 Abd 3 ABCD 4 ad 5 Abd 6 ab 7 ABCD 8 BCD 9 ABC 10ad 1 1 BCD 12 ABCD 13ab 14ab 14ab 15 ACD

Third, indefinite multiple-choice questions:

1 ABCD 2b 3b 4ad 5ac 6bd 7bc 8b 9b 10 ABCD 1 1bd 12 ACD 13b 14bc 15 ABCD