The Legal Analysis Of Corporate Governance Of Solo-owned Corporation Of State

In 1994, The State Commission of Economy and Trade chose 100 state enterprises as experimental enterprises, including 74 manufacturing enterprises and 26 administrative head offices and administrative departments, including profitable enterprises and deficit enterprises. By the end of 1998, in these 100 state enterprises, except one enterprise was bankrupt, the other 99 enterprises chose 4 ways to reform their structure: the first way was to change into the public held corporation, including 16 enterprises, accounting for 16% in the total; the second way was to transform into the limited company, including 16 enterprises, accounting for 16% in the whole; the third way was to maintain their prototype including 4 enterprises, accounting for 4.1%; the forth way was to alter into the solo-owned corporation of state, surprisingly including 62 enterprises, accounting for 63.3%. Why was the solo-owned corporation of state excessively chosen in the process of the reform of state-owned corporation? The reason lies in the various economic and political aims of government agency.Comparing with the other forms in corporation system, the solo-owned corporations of state have these following characteristics. The first of all, there is only one investor in these corporations. For some particular aims, the state-owned enterprises was established and invested by one agency authorized by government. When these state-owned enterprises was transformed into the solo-owned corporations of state, for confirming the operating subjective of state-owned property, government authorized that agency to become the investor of the solo-owned corporation. Secondly, the solo-owned corporations of state have no shareholders meeting. The board of directors who was authorized by the agency or department authorized by government could execute partial duties and rights of shareholders meeting to decide important affairs in corporation, but these affairs, such as corporate mergers, division, dissolution, increasing capital, issuing corporate bonds and so forth, should decided by the agency or department authorized by government. Thirdly, as the only investor of the solo-owned corporations of state, the agency or department authorized by government could manage and supervise state-owned property to keep and increase its value, according to the managing and supervising regulations of state-owned property enacted by state council. Fourthly, the directors of the solo-owned corporations of state are chosen through two various ways. Choosing and changing corporate director through the agency or department authorized by government is one way; employees choosingand changing directors by law is the other way. In contrast with public hold corporation, according to the constitution and the other laws, in the solo-owned corporations of state democratic management should be enforced through the representative meeting of employees and the other forms. Fifthly, alienating the property of the solo-owned corporations of states should perform conversion and approval procedure through the agency or department authorized by government. Sixthly, with perfect management system and good operative prospect, the large and middle scale solo-owned corporations of state could be authorized to enjoy some rights of property owners by government, and assume the responsibility to keep and increase the value of state-owned property.The solo-owned corporation of state is the special offspring of the modern corporate system and our socialist national conditions. By law, the solo-owned corporation of state not only has some characteristics of the modern corporation, and also has some characteristics of the traditional state-owned enterprise. The solo-owned corporation of state is the product of the combination of the public law and private law, which assumes many social and political aims of government. How to coordinate its social and political intentions as the subjective of the public law with its seeking profit aim as the subjective of the private law and how to inte...