China Insurance Regulatory Commission, Opinion on Regulating the Articles of Association of Insurance Companies

Issued: July 8 2008
Effective: October 1 2008

Applicability: The Opinion shall apply to insurance companies and insurance asset management companies established in accordance with the law in China. Where there are other provisions in laws and administrative regulations on wholly state-owned insurance companies and foreign-invested insurance companies, such provisions shall prevail (Section Four).

Main Contents: The Opinion details the rights and obligations of insurance companies and the shareholders, directors, supervisors and management thereof, and sets out the procedures for formulating and amending the articles of association, and for the examination, approval and registration thereof. The articles of association shall specify the format and scope of the exercise of powers by other units of the company as authorised by the board of directors, and may not permit the board of directors to grant its statutory powers on an overall or permanent basis to other units or individuals of the company. The articles of association shall stipulate that when the insurance company's solvency level fails to reach the regulatory requirements, the company may not distribute profits to its shareholders (Section One). Changes to matters in the articles of association shall require prior examination and approval or record filing, such as a change of the name, domicile, organisational form, registered capital or business scope of the company, a division or merger of the company, and change of shareholders that requires examination and approval or record filing according to provisions (Section Three).