Research Company Representative Of The Legal System

Companies are economic organizations which are incorporated by their shareholders and get personality because of law.Although there are several theories about corporate personality,companys need natural person or personal aggregate to carry out its behavior eventually.In civil law system the natural person or personal aggregate is named corporate representative.Representatives' behaviors is company's behavior and the legal effect is attributed to the company.But common law system is different from civil law system.There is not the term of corporate representative in corporate law of common law system.The directors and officers are deemed as corporate agents whose behavoir within agency authority are corporate's behaviors.Thus company's external behavior is implemented.This dissertation tries to establish a basic framework of corporate representative system and get some useful experience from the theories and legislations of civil law system and common law system to improve China's Legal Representatives system by means of comparative law, systematic analysis,empirical analysis and historical investigation.In this dissertation the author intends to resolve these issues:what way is the rational manner to select corporate representative? what essentials of the representative behavior should consists of? what obligation and civil responsibility should corporate representative assume? The dissertation consists of six chapters.Chapterâ… :introduction.This part discusses the background,reason, status quo,methods of the research and defines the main terms of the dissertation.Chapterâ…¡:the legal foundation of the corporation representative system.This chapter discusses the basic issues about the corporate representative system,including its concept,representative authority, representative's legal status and basal idea in the first section.Then the second section discusses the theory of corporate personality of civil law system and common law system because it's the foundation to research the corporate representative system.The last section resesrches corporate organ's structure and the status of the corporate representative organ.Chapterâ…¢:corporate autonomy or governmental intervention: corporate representative pattern's choice.This chapter intends to show that the issue of choosing corporate representative and its behavior pattern should be part of corporate autonomy.About this issue law should just provide a example for corporate to choose and empowers company to choose other pattern.To make it clear that law should leave behind the choice to company this chapter discusses the private nature of company law and private law autonomy.The second section explores the connection between corporate autonomy and choosing corporate representative pattern.In the end this chapter compares the main countries' corporate representaive pattern of civil law system and common law system.Chapterâ…£:representaive behavior's legal analyzing.The main fuction of corporate representative is to behave on behalf of the company. At the same time corporate representaive are nature person and his behavior maybe personal.So it is necessary to define which behavior is representative behavior.To achieve this intention jurist construct essential theory.To protect the third party and the safety of trade the non-representative's behavior and behavior exceeding their authority the law treats these behavior as representative behavior,typically the representative by estoppel in civil law system and exceeding behavior in common law system.This chpater discusses these three issues mentioned above.Chapterâ…¤:corporate representative's obligation and civil responsibility.Because representative's behavior is treated as corporate behavior,how to restrict his behavior is meaningful to company.To achieve this goal the law charges corporate representative with special obligation and responsibility when he/she violates the obligation who should abide.It is common that corporate representative are directors or officers of the company.So he/she should abide by the obligation that law prescribes for directors or officers without doubt and it is not necessary to stipulate this in the law repeatedly.But there are special issues about corporate representative' violating his/her obligation for his/her authority. For this reason this chapter discusses it expressly.It is not enough to prescribe representative's obligation in the law.He/she must be charged with corresponding responsibility when corporate representative violates his/her obligation.Because of the author's specialty this chapter only discusses the civil responsibility,including responsibility to corporate and to the third party.Chapterâ…¥:reviewing Chinese Legal Representative System and suggestion to improve it.In the first place this chapter reviews the Legal Representative System's history.Then the author analyses Legal Representative System forming causation,characteristic,defect and its disadvantage.In the end the author advances some suggestion to improve the Legal Representative System on the foundation of above chapter.