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On the establishment of one company in China and its future

Author: LvPeng From: www.yourpaper.net Posted: 2009-07-13 16:47:30 Read:
Abstract: around one company is established legislative sector has always had two different voices. One company has experienced a gradual recognition from the prohibition to process. In recent years, the voice of the recognition of the legal status of the one-man company in China's company law, corporate law scholars soaring.
Keywords: one company; establish; future
Advantages and disadvantages of a one-man company system
1.1 one advantage of
(1) to determine the operational risks and encourage investment.
The largest one is the vitality of the limited liability shareholders is limited to their capital contribution to the company responsible for the company liable for the debts of its total assets. Shareholders limited liability, the shareholder's investment risk has been pre-determined. One company can realize the separation of the personal property of the property of the company and its shareholders, to avoid investors because once the investment failed and bankrupt.
(2) a company can save time and money, and improve work efficiency.
One company's internal management structure is generally more simple, shareholders and directors often by the same individual, without operations or reduce shareholders' meeting, the convening of the Board of Directors, convened, resolutions and other tedious matters, timely and effective decision making in response to changes in the market, and improve the competitiveness of enterprises.
(3) a company has a great advantage in the protection of business secrets.
Today's society of science and technology is the rapid development of enterprise product technical content increasing trade secrets is increasingly important for enterprises. One company system, fewer people exposed to trade secrets, and shareholders can take effective measures to protect these inventions, proprietary technology, enterprises of great help.
The 1.2 one company defects
(1) The company of Personality and shareholders personality confuse. Mutual supervision among the shareholders of the traditional company law and constraints due to the one-man company has only one shareholder, can not be achieved, the only shareholders can take advantage of the legal personality of an individual self-serving, and the convenience of speculative investors to some ulterior motives.
(2) is not conducive to the protection of the rights of creditors. The responsibility of one foreign companies are limited, it is easy to produce some of the claims have been shut out legitimate excuse of limited liability, the creditors unspeakable. This unfair social phenomenon is detrimental to economic development, is not conducive to social stability.
(3) only one company shareholders, difficult to play the role of the traditional corporate governance structure. Traditional structure of corporate governance - shareholders, board of directors, board of supervisors for the system of checks and balances, the focus is on the relationship between the adjusted capital and ownership, shareholders and directors, while this system due to the homogenization of the shareholders in the company of one can not play a role.
2 For the establishment of a company objections
(1) easily lead company has erected. One due to the treatment of the shareholders enjoy limited liability, is bound to a sole proprietorship and partnership enterprises have turned to one company. One maximum benefit for shareholders is also the biggest threat to the debtor, a person is likely to become the debtor in order to circumvent the legal form of debt. One company may be caused by disorders of the economic order, especially in countries in the integrity of the market system has not yet been fully established.
(2) confuse the company with a sole proprietorship enterprise liability. The slightly rational person would choose one company, originally to bear unlimited liability of a sole proprietorship or a partnership, a face-lift after you do not need to become a one-man company to unlimited liability, making the sole proprietorship and partnership enterprises illusory unlimited liability exists in name only corporate form is non-existent, which is clearly contrary to the legislative mind of our country by dividing the type of business and that investors with different responsibilities.
(3) caused by a conflict with the Companies Act. Law in China as its main content to adjust the relationship between multiple shareholders, many of the provisions of the Companies Act is so designed. For example, many of the provisions of the conditions established by the company, and the settings of the companies and organizations, are based on the relationship of multiple shareholders to legislate. One company shareholders unity is bound to make many of the provisions of the Companies Act aimless, lost the applicable object useless.
(4) the disadvantages of the corporate governance structure is more prominent. One company has only one shareholder, one of the shareholders' power arrogate destruction of the characteristics of a group of companies and legal persons, undermines the separation of powers established in-house mutual restriction of the thoughts and ideas of democracy and the rule of law, the shareholders abuse powers to infringe on the interests of creditors and related interest, leaving the scourge of a difficult problem to solve because the individual words of the shareholders of one company, the shareholders can do whatever they want, have added to the corporate governance structure, corporate governance structure which makes a person more prominent.
(5) The external oversight is not in place. The existing condition of our company, the company set up especially opaque company's health information, the assets of the company is difficult to know, even learned information, but the information is not complete, the information is untrue phenomenon still pen are. Solve opaque information asymmetry, accounting fraud, requires appropriate government and effective external supervision, difficult for the Government to do.
(6) social credit system is not yet fully established. The healthy development of the one-man company, must have a sound social credit system. The credit system in our country is not yet fully established, the credit is not high, false accounting statements are commonplace. The shareholder diversified company Shangqie credit problems, create a one-man company credit system more challenging to imagine. Fully established social credit system, not happen overnight, you need a long-term continuous efforts. The establishment of the one-man company, but it can happen overnight.
3 China should recognize the one-man company, the main reason
(1) many economically developed countries and regions, are allowed to register one company, one company has become the trend of company legislation. Should conform to this trend in the development of market economy in China today, with world standards.
(2) of state-owned companies and foreign-owned company is a one-man company, and our domestic enterprises and citizens can not set up a one-man company, this failed to domestic and foreign investment subject to the same treatment, causing investors status inequality, in violation of the principle of fair competition.
(3) enables shareholders to get rid of the shackles of unlimited liability, reduce investment risk, improve the investment enthusiasm, can greatly contribute to the economic development. Moreover, in real life, the titular shareholders, pocket shareholders, to achieve the Company's shareholders a minimum number two requirements.
(4) one simple internal organization, operating flexibility, to be able to quickly and flexibly to the face of changes in the market, to improve the efficiency of decision-making, to maximize seek corporate profits.
4 one classification
(1) The basis for the formation of different time, a person can be divided into native and derivative one-man company. Whether you can set up the native one company to be in accordance with national legislation on the one-man company. If the law expressly provides that the establishment of the number of shareholders of the company must be two or more, which does not allow the existence of the native people. Our country before the Company Law provisions.
The derived one company originally established more than two shareholders of a limited liability company, the company set up as a one-man company changed since the legal case. This situation is easily occur in the operation process, these companies can continue to exist as a reason for the dissolution of the company in turn depends on whether national legislation the number of shareholders is less than a quorum. Judging from the current situation in most countries, including my own type of company to give a more tolerant attitude.
(2) the form of a company and essentially one-man company. The formal one company refers to all of the shares of the Corporation all stock or limited liability company owned by a shareholder. Essentially a company is on the surface of several shareholders, control of the company, however, only in the hands of one shareholder, and the rest are all nominal shareholders. Formal narrowly a company in the traditional sense, for this type of company in setting up the issue with the Companies Act contrary to traditional theory, recognized national handful essentially a company countries there are currently in our company, a lot of this formal legal but essentially illegal phenomenon is difficult to prevent and resolve.
(3) the identity of the shareholders of the Company in accordance with one different, divided into natural company, legal person of one company and a wholly state-owned company. Natural person wholly-owned company is the only one natural person funded the establishment of the company, which is a company in the most traditional sense. The corporate form separate from the investment of the business owners and their personal property, by virtue of limited liability to its shareholders to maximize the reduction of investment risk, and thus subject to the preference of the business owners. The corporate-owned companies have a legal personality of the company, the entity formed by way of separate investment or through the acquisition of all the shares of another company that is a wholly owned subsidiary of the parent company. The wholly state-owned company is a limited liability company established by the department or agency of the state authorized investment alone. This company is widely present in our country.
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