ACCA F4公司法与商法考试 Corporate and Business Law 历年真题及标准答案-2007deca.pdf

Answers N H X C I 4 N F H C r – e Fundamentals Level – Skills Module, Paper F4 (CHN) p D a 7 P Corporate and Business Law (China) December 2007 Answers N 1 This question requires candidates to explain the meaning of a legal person and its capacity, and distinguish a legal person from a A H A C N 4 partnership in terms of their capacity and the property. F H C r e – p D a 7 P (a) In accordance with Article 36 of the General Principles of Civil Law, a legal person shall be an organisation that has capacity for civil rights and capacity for civil conduct; has its own property and independently enjoys civil rights and assumes civil obligations under the law. A legal person’s civil capacity for civil rights and capacity for civil conduct shall begin when the legal person is established and shall end when the legal person terminates. Since all legal persons are restricted by their articles of associations and law, the capacity for civil rights of the legal persons differ. Therefore, the legal person’s civil capacity for civil rights are regarded as the special capacity for civil rights. (b) In terms of the capacity for civil rights, although both a legal person and a partnership shall enjoy the capacity for civil rights, the nature and coverage of them are different in the following aspects: (i) In accordance with Articles 37 and 38 of the General Principles of the Civil Law, a legal person shall set up its own organisation to administrate the internal affairs of the legal person and shall have a legal representative to exercise its functions. Any shareholder or founder