On the English Translation of the Company Law of the People’s Republic of China

Deng+Jiangxue

【Abstract】It is a comment on the English version of the Company Law of the Peoples Republic of China under the guidance of professor Lis principles of legal translation. It first gives the introduction to the Company Law of the Peoples Republic of China， then presents the stylistic and linguistic features of legal English， finally and most importantly makes an attempt to judge the merits and defects in the English version of the Company Law of the Peoples Republic of China so as to better the legal document translation in China.

【Key words】comment； legal document C-E translation； features of legal English； legal translation principles

1. Introduction

On 29th December1993， the Company Law of the People's Republic of China was adopted at the Fifth Session of the Standing Committee of the Eighth National People's Congress. This is the first company law in the real sense in the history of the New China. It consists of 11 chapters. Chapter Ⅰis general provisions. Chapter Ⅱ and Chapter Ⅲ provide the incorporation and organizational structure of limited liability companies and Joint stock limited companies. Chapter Ⅳ is about the issue and transfer of shares of joint stock limited companies. Chapter Ⅴ to Chapter Ⅷ deal with articles about bonds， financial affairs and accounting， merger and division， bankruptcy， dissolution and liquidation of companies. This law has played an important role in establishing a modern market mechanism and modern business system， and in promoting healthy development of the economy. Chapter Ⅸ includes provisions about branches of foreign companies. Chapter Ⅹ stipulates legal liability and chapter Ⅺ is supplementary provisions.

2. Features of legal English

Legal language， unlike other professional languages， reaches the highest level of standardization in a country. It has its own special features which require translators to be acquainted with its stylistic and linguistic features.

The style of legal texts is solemn and rigid. It must provide people with clear and accurate provisions to stipulate what rights they can enjoy and what obligations they shall take with. There should be no ambiguity in expressions as well as no redundant words in each sentence. To meet this requirement， the legal words have to be precise， terse and concise in terms of stylistic. In addition， the reasonable and standard formula is necessary for legal documents. In order to have an atmosphere of solemnity， the legal English sentences should avoid using descriptive modifiers and tend to use narrative and imperative sentences to indicate the objectivity and the binding force of rules and regulations. In other words， it means that the legal English has another one feature in its style， which is impersonality in writing.

3. Merits and defects in the English version of the Company Law of the Peoples Republic of China

Li Kexing has proposed six principles in legal translation in his book Legal Translation： Theoretical and Practical Approach： accuracy and precision， consistency and identity， clarity and concision， professionalism， standardized language， and team work. All of them are still significant principles in professor Lis theory of legal translation. （Li， 2007： 46） However， the last three principles are not appropriate here to make a judgment about the C-E translation of a company law.

3.1 Merits in the English version of Company Law of the Peoples Republic of China

In the English version of the Company Law， most words are so well translated that their intended meanings correspond precisely with that of their Chinese original and most sentences are clear and brief. It meets the following three principles.

Accuracy and precision in the translation of law words is the first strong point. For example，

Original text： 第八條 設(shè)立有限責(zé)任公司、股份有限公司，必須符合本法規(guī)定的條件。……

Translated text： Article 8 Incorporation of limited liability companies or joint stock limited companies must meet the conditions stipulated by the present Law. …

The word “設(shè)立” is usually translated into “establish”， “found” or “set up” in general English. But here the translator chooses “incorporation”， for “incorporation” means “the act or process of forming or creating a corporation”， so here， it is most appropriately used.

Then it has something of consistency and identity. According to Li Kexing， identity refers to “用同一詞匯表達(dá)同一法律概念或思想”，Consistency means“在整個法律文獻(xiàn)中自始自終要保持關(guān)鍵字用詞的一致性，并要求與有關(guān)管轄法律中對該關(guān)鍵字的釋義保持一致”. （Li， 2007： 51） In the English version， for example， “公司章程” is always translated into “Articles of association” by the translator， “出資” into “capital contributions”， etc.

With the movement of using plain language in English countries， the legal documents should also use plain language. In this sense， long and complicated sentence is becoming a weak point of the law language， which now advocates brief and precise expressions. In this English version， the translator attempts to arrive at clarity and concision. For example，

Original text： 第十四條 公司從事經(jīng)營活動，必須遵守法律，遵守職業(yè)道德，加強(qiáng)社會主義精神文明建設(shè)，接受政府和社會公眾的監(jiān)督。

Translated text： Article 14 A company must， when engaging in business activities， abide by the law， observe professional ethics， strengthen the construction of socialist culture and ideology and accept supervision of the government and the public.

Here， the translator uses a non-finite verb instead of a clause to express the original sentence “公司從事經(jīng)營活動”. It does make the whole sentence structure more simple and brief.

3.2 Defects in the English version of the Company Law of the Peoples Republic of China

Apart from the merits of the English version of the Company Law， there are also several obvious defects， such as the abuse of modal auxiliary verb “shall”， unidiomatic expressions of some legal terminologies， and the lack of brevity and terseness.

The phenomenon of abusing of auxiliary verb “shall” does exist in most of legal English translations， which has been noticed in English countries. In order to control this trend， a writing handbook， named Writing User-friendly Documents which is published by American Plain Language Action & information Network， stipulates the use of auxiliary verb in legal documents：

Use “must” for obligation， “may” for permission， and “should” for preference. Use “may not” to convey prohibitions. Avoid the ambiguous “shall”.

——Writing User-friendly Documents

It is easy to discover in the English version of the Company Law that most of the sentences use the auxiliary verb “shall” prior to a predicative verb. Whether the original sentences have characters of “應(yīng)”、“應(yīng)當(dāng)”、“可以”、“必須” or there is no auxiliary character at all， the auxiliary verb “shall” is always used in this English version. For example，

Original text： 第三十三條 股東按照出資比例分取紅利。公司新增資本時，股東可以優(yōu)先認(rèn)繳出資。

Translated text： Article 33 Shareholders shall draw dividends in proportion to their capital contributions. Where a company increases capital， the existing shareholders shall have priority in subscription for new shares.

The word “可以” is translated into “shall”. As the Writing User-friendly Documents stipulates， the word “可以” should be translated into “may” other than “shall”.

Moreover， the legal English has its own terminologies which have become established and idiomatic， so the legal documents translation should use the correct terms of art. However， the writer of this paper finds some unidiomatic expressions in this English version of Company Law. For example，

Original text： 第三條 有限責(zé)任公司和股份有限公司是企業(yè)法人。……

Translated text： Article 3 A ‘limited liability company or ‘joint stock limited company is an enterprise legal Person. …

“法人” refers to “依法成立并能獨立地行使法定權(quán)利和承擔(dān)法定義務(wù)的社會組織，如社團(tuán)、企業(yè)等。法人是相對于或區(qū)別于自然人而言的。”（《中華法學(xué)大辭典》，2003：195）This definition of “法人” indicates that “法人” is not a person but an entity or a body， so it should be rendered into “a legal entity” or “a legal body”， so that “企業(yè)法人” shall be “a legal business entity”.

Finally， the version is lack of brevity and terseness. For example，

Original text： 第十六條 公司職工依法組織工會，開展工會活動，維護(hù)職工的合法權(quán)益。公司應(yīng)當(dāng)為本公司工會提供必要的活動條件。……

Translated text： Article 16 Companys staff and workers shall， in accordance with the law， organize a trade union to carry out the trade union activities and protect the lawful rights and interests of the staff and workers. The company shall provide its trade union with conditions necessary for carrying out its activities.…

Sometimes repetition is necessary in translation of legal documents， but this version seems a bit redundant. As a matter of fact， the original sentences can be rendered by using possessive pronoun to avoid useless repetition. So it can be translated like this：

Translated text： Article 16 Companys staff and workers， in accordance with the law， organize a workers union to carry out its activities and protect their lawful rights and interests. The company shall provide its trade union with conditions necessary for carrying out its activities.…

4. Conclusion

With the development of economy， new companies are arising constantly. The proper translation of Chinese company law is important and necessary. It is also a new and challenging field in China， which needs to be improved and be paid more attention to. It should have its own criterion because the legal text has its own special features， stylistically and linguistically. For this reason， the legal document translation should meet the three principles of accuracy and precision， consistency and identity， clarity and concision， in so doing， a good translation of legal document will turn out.

References：

[1]Writing User-friendly Documents.The Plain Language Action & information Network，U.S.A.，http：//www.plainlanguage.gov/handbook/bigdocw.pdf.

[2]法律出版社法規(guī)中心.中國公司企業(yè)法律法規(guī)（中英對照）[M].北京：法律出版社，2007.

[3]李克興.法律翻譯理論與實踐[M].北京：北京大學(xué)出版社，2007.

[4]全國人大常務(wù)委員會.中華人民共和國公司法[Z].北京：法律出版社，2005.

[5]趙汝琨.中華法學(xué)大辭典[M].中國檢察出版社，2003.

作者簡介：鄧江雪（1982-），女，漢族，四川達(dá)州人，碩士，講師，主要從事大學(xué)英語教學(xué)和翻譯教學(xué)工作。