Yijing Cheng程轶婧 律师
A PRC-licensed lawyer in Shanghai who works in English with foreign companies and investors on shareholder disputes (including in joint ventures), employment matters and commercial contracts in China.
Is your Chinese partner holding meetings without you or withholding the accounts? Are you still the legal representative of a company you have left? Is a Chinese supplier refusing to put things right? These are the problems she works on.
Attorney at MHP Law Firm (上海市君悦律师事务所), in legal practice since December 2023. LL.M., Vanderbilt University Law School; LL.B., Shanghai University of Finance and Economics. Her cross-border work includes a China–Italy acquisition in which she reconciled the Chinese and English deal documents.
- Admitted
- People's Republic of China (PRC lawyer)
- Firm
- MHP Law Firm, Shanghai, since July 2026
- Legal work since
- December 2023 (trainee, then practising lawyer)
- Languages
- English, Chinese
- Education
- LL.M., Vanderbilt University Law School (2022–23); LL.B., Shanghai University of Finance and Economics
- Serves
- Foreign companies and investors in China, joint-venture partners, foreign shareholders and executives, Chinese companies with foreign counterparties
- Office
- 7F, Wheelock Square, 1717 Nanjing West Road, Jing'an District, Shanghai
- Time zone
- China Standard Time (UTC+8)
Situations she can help with
Foreign businesses usually reach a Chinese lawyer with one of these problems. Each note gives the main Chinese rule and the related work she has done.
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Your Chinese JV partner is shutting you out
Meetings held without you, decisions you never voted on, financial records withheld. A shareholder can demand to inspect the accounting books and the vouchers behind them (invoices, contracts, bank records) and sue if refused; challenge resolutions passed in breach of procedure, generally within 60 days; and, after a written demand to the board or supervisors, sue managers on the company's behalf (a derivative action). A deadlocked company can be dissolved by court order.
PRC Company Law (revised 2023) Arts. 26, 57, 189 and 231
Related work (shareholder cases in China): won a court ruling extending a shareholder's inspection right to accounting vouchers; acted for a minority shareholder seeking judicial dissolution of a deadlocked company.
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You resigned, but you are still the legal representative
Foreign general managers often stay on the register as a Chinese company's legal representative after leaving. If the company has unpaid debts, courts can then restrict that person's high spending and travel. The company must appoint a replacement within 30 days of the resignation; if it won't, a court can order the registration removed.
PRC Company Law (revised 2023) Art. 10
Related work: obtained a court ruling removing a departed executive from a company's legal-representative registration.
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Your shares are held in someone else's name
Some foreign investors hold shares in a Chinese company through a Chinese nominee. The nominee agreement binds the two of you; to be registered as a shareholder you generally need the consent of more than half of the other shareholders, or proof that they knew of your investment and did not object. For a foreign investor, registration also has foreign-investment consequences that need checking first.
Supreme People's Court Company Law Interpretation III, Art. 24
Related work: acted for a shareholder whose shares were held through a nominee arrangement; has written on how such shareholders become registered.
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A Chinese supplier or customer is in breach
Defective goods, unpaid invoices, guarantees called beyond their terms. She reviews the contract and its dispute-resolution clause, assesses liability and the realistic route to recovery, and acts in litigation or arbitration in China.
Related work: led the handling of an international trade contract dispute with a Middle East counterparty; reduced a guarantor's liability for amounts beyond the agreed scope.
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You are doing a share deal with a Chinese party
Share purchase and investment agreements in Chinese and English, where the two versions must say the same thing; investor rights such as pre-emption, anti-dilution, redemption and liquidation preference.
Related work: reviewed the bilingual agreements in a China–Italy equity transfer; identified conflicting terms across a technology company's financing rounds and proposed how to reconcile them.
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You are setting up or running a company in China
Setting up a wholly foreign-owned enterprise (WFOE) or a joint venture; articles of association and governance that work under the PRC Company Law; older joint ventures that still treat the board as the highest authority.
Foreign Investment Law; PRC Company Law (revised 2023)
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You need to hire, discipline or dismiss staff in China
Terminations and severance, non-compete and confidentiality obligations, employee handbooks, labor dispatch and outsourcing, work-injury claims. An unlawful dismissal costs twice the statutory severance.
PRC Labor Contract Law Arts. 47 and 87
Selected experience
Shareholder work first. Client identities are withheld; outcomes are given where a court has ruled. Results depend on the facts of each case and do not guarantee future ones.
Litigation: shareholder rights
Inspection of accounting vouchers
Acting for a shareholder whose shares were held through a nominee arrangement, the team argued that the right to inspect the accounting books must extend to the underlying vouchers.
Outcome: the court accepted the argument.
Litigation: company law
Judicial dissolution sought by a minority shareholder
Built the case, element by element, that the company's management was in serious difficulty and its continued existence would harm the shareholders, with evidence of failed shareholder meetings and stalled operations.
Litigation: company law
Removal of a former executive as legal representative
The client had resigned but remained registered as legal representative of a deadlocked company and faced enforcement risk. The team argued that the company was obliged to update the registration once the mandate ended.
Outcome: the court ruled for the client and the registration was removed.
Transaction: cross-border M&A
China–Italy investment and acquisition
Worked on the equity transfer from start to finish, reviewing the Chinese and English investment agreements and reconciling how rights of first refusal, IP ownership and representations and warranties read in each language, so that both versions were accurate and enforceable.
Dispute: international trade
Contract dispute with a Middle East counterparty
Led the handling of a dispute under an international sales contract: analysed the breach clause by clause, established how liability was allocated and how the dispute-resolution clause applied, and clarified the client's route for its claims and its strategy.
Litigation: guarantee
Limiting a guarantor's liability
Against a creditor claiming beyond the guarantee, the team analysed the scope, period and cap provisions to confine the guarantor's liability to the agreed terms.
Outcome: liability beyond the agreed scope was reduced.
Transaction: venture financing
Multiple financing rounds of a technology company
Mapped pre-emption, anti-dilution, redemption and liquidation-preference terms across rounds, identified the conflicts between them, proposed how to reconcile them and amended the articles of association.
Advisory: insolvency
Liquidation of a manufacturing company
Analysed the debt structure, helped prepare the liquidation plan and designed a share-swap scheme to resolve debts, drafting the swap agreement and related documents.
Advisory: company formation abroad
North American entity for a technology company
Handled the legal side of establishing a frontier-technology company in North America: governance structure, charter and formation documents, and the choice of entity within a cross-border structure.
Working with a Chinese lawyer from abroad
Practical points foreign clients usually ask about early on.
- LanguageChinese courts and arbitration commissions work in Chinese, and foreign-language evidence needs a Chinese translation. You can work with Ms. Cheng in English throughout; she explains Chinese filings and judgments to you in English.
- Documents from homeSince 7 November 2023 China applies the Apostille Convention. Public documents from Italy, the United States and other contracting states can be authenticated with an apostille instead of consular legalisation; private documents usually need notarising first.
- Two-language contractsCheck which version prevails. If both are equally authentic and they differ, Chinese law reads the wording in light of the contract's purpose and good faith (PRC Civil Code Art. 466), so reconciling the versions before signing is cheaper than arguing about them later.
- Who can appear in courtA foreign party that wants a lawyer in Chinese court proceedings must instruct a PRC lawyer. Ms. Cheng can coordinate with your counsel at home on questions of foreign law.
- Remote workingMost work can be done by email and video call, with meetings in Shanghai when needed. Shanghai is 7 hours ahead of Italy in winter (6 in summer) and 12–13 hours ahead of New York.
Frequently asked questions
General information on Chinese law, not legal advice on your situation. Last reviewed October 2026.
Can she represent a foreign company in Chinese courts?
Yes. Yijing Cheng is a PRC-licensed lawyer. Foreign companies and individuals who want a lawyer to act for them in Chinese court proceedings must instruct a PRC lawyer, and she can also act in arbitration seated in China. She works with clients in English.
My Chinese partner holds meetings without me. Are those decisions valid?
Not necessarily. Under the PRC Company Law (revised 2023), a resolution is not established if, for example, no meeting was actually held or the required attendance or votes were not reached (Art. 27). If the meeting was called or the vote taken in breach of the law or the articles of association, a shareholder can ask the court to revoke the resolution within 60 days of it being made; a shareholder who was not notified has 60 days from learning of it, and the right lapses one year after the resolution (Art. 26). Act quickly and keep every notice and email.
Can a minority shareholder in a Chinese company see the accounting records?
Generally yes. Under Article 57 of the PRC Company Law (revised 2023, in force since 1 July 2024), a shareholder may request access to the accounting books and accounting vouchers by a written request stating the purpose. The company may refuse only with reasonable grounds to believe the purpose is improper, and must reply in writing within 15 days. If it refuses, the shareholder can sue, and may use accountants or lawyers to carry out the inspection.
Our joint venture was set up under the old JV law. Do we need to change anything?
The Foreign Investment Law gave older joint ventures five years, to the end of 2024, to bring their organisational form and governance in line with the PRC Company Law. Under the Company Law the shareholders' meeting, not the board, is the highest authority, so articles and JV contracts drafted on the old model should be reviewed.
I resigned as general manager but I'm still the legal representative. What can I do?
Under Article 10 of the PRC Company Law, a director or manager serving as legal representative who resigns is deemed to resign as legal representative too, and the company must appoint a replacement within 30 days. If it does not update the registration, a court action can be brought to remove it. Restrictions linked to the company's debts are dealt with separately in the enforcement proceedings.
Can documents from Italy or the US be used in Chinese courts?
Yes, with the right formalities. Public documents from Apostille Convention states such as Italy and the US can be apostilled instead of legalised by a Chinese consulate (since 7 November 2023); private documents usually need notarising first, and a Chinese translation must be attached.
Our contract's Chinese and English versions differ. Which applies?
First check whether the contract says which language prevails. If both versions are equally authentic, the wording is presumed to mean the same; where it differs, it is interpreted in light of the relevant clauses, the nature and purpose of the contract and good faith (PRC Civil Code Art. 466).
How does dismissal of an employee work in China?
Employers can terminate only on grounds set out in the PRC Labor Contract Law. Statutory severance is generally one month's wages per full year of service (Art. 47); an unlawful termination costs twice that amount (Art. 87). Most employment disputes must go to labor arbitration before court, and the limitation period is generally one year.
How do we start?
Send a short email describing the dispute or transaction, the Chinese counterparty, any deadlines and the key documents. After a conflict check, the scope of work and fees are set out in a written engagement agreement before work begins.
Background
Yijing Cheng studied economic law at Shanghai University of Finance and Economics, graduating as an Outstanding Graduate of the Law School, and earned her LL.M. at Vanderbilt University Law School in Nashville on a merit-based scholarship. She began her legal career in December 2023 at Shanghai Minglun Law Offices, moving from intern and trainee to practising lawyer and heading the firm's North America office, and joined MHP Law Firm in July 2026, where she sits on the Securities & Capital Markets Committee. She writes regularly, in Chinese, on shareholder rights and company law.
- 2022–2023LL.M., Vanderbilt University Law School, Merit-Based Scholarship
- From December 2023Shanghai Minglun Law Offices: intern, trainee, then practising lawyer; also headed the firm's North America office
- From July 2026MHP Law Firm, Shanghai; member, Securities & Capital Markets Committee
- September 2026International Arbitration Workshop & Pupillage Programme, Des Voeux Chambers (Hong Kong) with the Shanghai Bar Association
Writing (in Chinese)
- Minority shareholders' strongest tool: a seven-part series on derivative actions — who may sue, the pre-action demand, overlap with direct claims, and each stage of the proceedings《小股东的大武器》系列，2025–2026
- Company in debt, nominal legal representative restricted: the Shanghai courts' two-step approach公司欠债，挂名法人被限高怎么办？
- How a shareholder behind a nominee becomes the registered shareholder隐名股东如何“显名”？
- A share transfer for nil consideration is not tax-free股东注意！0元转让股权 ≠ 0税负
Contact Yijing Cheng
- Email a short summary: what happened, who the Chinese party is, and any deadlines.
- Share the key documents (contracts, articles, correspondence) in English or Chinese.
- After a conflict check, scope and fees are agreed in a written engagement agreement with MHP Law Firm, which accepts the instruction and issues the invoices.
Yijing Cheng is a lawyer licensed in the People's Republic of China and practises with MHP Law Firm (上海市君悦律师事务所, www.mhplawyer.com, +86 21 6113 2988). She advises on PRC law. This page provides general information, not legal advice, and visiting it does not create a lawyer–client relationship.