Translate Articles of Association into Simplified Chinese

What changes when a constitution moves into Chinese

Articles of association, bylaws and similar constitutional documents rely on concepts that have no exact match in Chinese company law. The translation must name the source-country concept without passing it off as a Chinese one.

• Company type. A UK private limited company is usually rendered 私人股份有限公司 or simply 有限公司. A French SAS becomes 简易股份有限公司. Keeping the original abbreviation in brackets, such as 有限公司（Ltd）, removes any doubt.
• Officers. The chair of the board is a 董事长, a director is a 董事 and a company secretary is a 公司秘书. None of them is automatically the 法定代表人 (legal representative), a role specific to Chinese law.
• Share capital. 股本 is the usual term, and ordinary shares are 普通股.
• Statutes cited. Titles of acts take Chinese title marks, as in 《2006年公司法》 for the Companies Act 2006.

Simplified Chinese conventions in a legal text

Written Chinese has no spaces between words and no plural marking. Its only plural category is “other”, so 股东 means both “the member” and “the members”. In the articles of a single-member company, check that “the sole member” reads 唯一股东.

• Numbering. Articles become 第一条, 第二条, and parts or chapters 第一章. A cross-reference to “Article 12” must read 第十二条.
• Dates. 15 March 2024 is written 2024年3月15日.
• Amounts. Chinese counts in units of 万 (ten thousand). £10,000 may appear as 10,000英镑 or 1万英镑. Check every figure for share capital, number of shares and nominal value.
• Punctuation. It is full-width (，。；：), with “ ” quotation marks in mainland usage.

The text uses two to three times fewer characters, but each character is wider, so a 12-page document stays roughly the same length.

What Manuce delivers, and what it does not

Your articles are handled by Themis, Manuce's legal specialist. The file comes back in its original format (Word, PDF, RTF and so on) with the layout intact: headings, article numbering and any capital table stay where they were. The quote is based on the exact word count of the source document. Chinese carries a ×1.6 language coefficient.

What Manuce does not do:

• No certified or sworn translation. Chinese authorities, banks and notaries often ask for a certified translation, sometimes with an apostille or legalisation. Confirm the required form with the recipient first.
• No scanned PDFs. Filed copies downloaded from a company registry are often images. Manuce needs a PDF with selectable text.
• No Traditional Chinese on this page. For Hong Kong or Taiwan, choose Traditional Chinese, which is a separate language at Manuce.

Preparing the file

• Use the current consolidated version, including the latest special resolutions (change of name, new share classes), rather than the original incorporation copy.
• Avoid the signed scan. If you only have a PDF, check that you can select its text.
• Fonts. A Latin font has no Chinese characters. If the document will be edited after delivery, use a font that covers Chinese on the machine that opens it.
• Items to keep unchanged. Company number, registered office address and members' names are not translated. Check them in the free excerpt, then in the delivered file.

Checking the delivered translation

Ask a Chinese reader to review the text, ideally the person who will receive the articles. Focus on the sensitive points:

1. The company type and its abbreviation are consistent from the first article to the last.
2. Directors' powers are not presented as those of a Chinese 法定代表人.
3. Share capital, number of shares and financial year-end dates match the source figure for figure.
4. Internal cross-references (“subject to Article 15”) point to the correct 第十五条.
5. Voting thresholds are accurate: 四分之三 for three quarters, 一致同意 for unanimity.

For sending the articles to a partner or bank, the Professional level fits. For simply understanding a document you have received, Essential is enough.

In practice

1. Export the current version of your articles as Word or as a PDF with selectable text.
2. Upload the file, choose Simplified Chinese and a translation level, then review the quote.
3. Read the free excerpt, checking the company type, officers and figures.
4. Pay, download the translated file from your client area and have a Chinese reader review it.