On The Limited Liability Of Shareholders

The limited liability of shareholders is the key to understand the laws of the commercial entity especially the corporate laws, which constitutes the two important pillars for the development of theories on the commercial entity together with the juristic personality. There are many books or dissertations about the limited liability of shareholders published aboard. However, in our country there exist only few dissertations and no doctoral dissertations addressing the subject yet. The knowledge of the domestic scholars on the limited liability of shareholders is restricted to the principle that the shareholder takes limited responsibility in accordance with the capital subscribed. While most teaching materials and relevant thesises can only make a general description in the introduction or discussion of the limited liability of shareholders, it is very hard for one to well understand the history and evolution of the limited liability of shareholders and its relationship with other legal systems of corporations, let alone to control the development of laws of the commercial entity and promote the legal process of the commercial entity through the legal study on the limited liability of shareholders. Therefore, the systematic research on the system of the limited liability of shareholders in our country certainly needs to be deepened and expanded. Due to the inadequacy of the systematic research on the sul~ject, the doctoral dissertation was written to make contributions to fill out the academic blank in our country. The whole article is divided into two parts, which expound the sibject matter in details from the different perspectives. The first part is the Historical Study, which is aimed to rcveal the historical origins and development tracks of the limited liability of shareholders. Through the study in this part, it is fully revealed that the limited liability of shareholders is the result of the long-standing commercial experience and legislative efforts of human beings, which has been under the constant expansion since the date of its forming. In fact, the limited liability of shareholders has a historical relationship with the development of the logic of obligation since the Ancient Rome and the attempts represented by peculiar property and the entailment. The second chapter 揟he Seeds of the Limited Liability of Shareholders in Roman Time?makes a necessary exploration in the subject. Of course, the limited liability of shareholders is inseparable with the concept of legal person and the commercial practices. The legal development mode of commercial organizations and chartered companies in the Middle Age provides both the embryonic form of the modem corporations and the rich soil directly fostering the limited liability of shareholders. The third chapter 揟he Evolution of Limited Liability of Shareholders from 12th Century to 18th Century? makes a detailed discussion on the above topic. As for the fourth chapter 揟he Legislative Forming and Expansion of the Limited Liability of Shareholders?draws a clear picture about how the legislation of the limited liability of shareholders is formed and expanded all over the world. It ought to be stated that the legislative forming of the limited liability of shareholders not only OWfl5 a profound social background, but also has a historical course full of fierce conflicts. The protection of the interest of shareholders and creditors has always been the focus of the legislation on the limited liability of shareholders and the content emphasized b...