A Study On Company Autonomy And Restriction

Company is a kind of organization tool that investors create for being convenient tomake the investment. It concerns the investors' interests that company can determine itsown affairs to a certain extent. Besides, the company, as the main body of the market,must be keeping various connections with other subjects, such as hiring laborers,offering the products and service to the consumers, buying from raw materials supplierraw materials, etc. So the range of company autonomy will exert an influence to theirinterests in some degree. How coordinate the conflicts between the two and define thescope of company autonomy and country controlling have become the problem incompany laws of various countries should be solved first. This is writing purpose of thispaper too. This paper divides into six parts: The first part is the introduction. It expounds the fact briefly in different periods,under different legal traditions, and because of the difference of the company form, theautonomy range that company enjoys is different. The law was strict with restriction ofcompany autonomy in the early time. It relaxed progressively later. Generally speaking,the countries in Anglo-America legal systems, the ranges of company autonomy shouldbe greater than the countries in the civil law systems. Autonomy ranges of privatecompanies should be far greater than public companies. The second part have described three questions mainly: firstly, in Anglo-Americalegal systems, Ultra Vires traditionally has been broken and abolished at last; secondly,the attitude to the purpose clauses has changed in the countries in the civil law systems;thirdly, the regulations about the business scope have been broken through in ourcountry's company law. The third part concerns on capital system's transformation of the countries in thecivil law systems. They mostly have adopted compromised or authorized capital systemin order to meet the needs of company developments. The fourth part discusses mainly the diversification in shareholder contributiveforms. In most western countries there are no concrete regulations on property kinds thatprovide funds in company law, and just settle certain standards. So long as accords withthe standards, the property can be regarded as funds provided. The company law ofChina only stipulates five contributive forms. The range is too narrow to limit theautonomy of the shareholder and the company. The part of the brief summary is a summary of the second, the third and the fourthpart. Through the declines of purpose clause, the reform of company capital systems inthe countries in the civil law systems, the diversification in contributive form, We canfind out that the company has been, in the course of developing, for one's ownexistence and development growth, shaking off the external constraint constantly, inorder to expand the space of autonomy. Most countries in the world frequently revisedthe company law in order to reduce the restriction unnecessary on the company. Itgives company more autonomy and flexibility in order to raising the competitiveness ofthe companies at home and international markets. The fifth part concerns on the restriction received in company autonomy. In orderto protect the minority shareholders, company creditors, consumers, laborers, socialpublic good and whole economic efficiency, the company law should limit companyautonomy. The sixth part is the epilogue. This part expounds the current situation of companieslaw of China, namely passes the tight too much to company. On the basis of this, theauthor puts forward some suggestions that the reform of the company law, includingmainly: Abolish the business scope of company clearly in company law; Reform thecompany capital system of our country, introduce the authorized capital system; Relaxthe restrictions on the thing that the shareholder provides funds in the form; Reduce theexamine and approve, ensure the freedom that the company sets...