A Study On The Shareholders Liability Of Single-member Company

Single-member Company whose shares and capital belong to one person. There are obvious difference between Single-member Company and traditional company because the former has the characteristics of single capital and single controlling right of company affairs, while the latter has the characteristics of multiplex capital and shareholders restriction. Therefore, Single-member Company has been discussed comprehensively since it was generated, especially about its rationality and legal status. The sole shareholder's obligation and liability of Single-member Company is mainly discussed in this article, which insists that the study on the shareholders liability of Single-member Company is the key to solve the issue of Single-member Company.There are three parts in this article. The issue that if shareholders limited liability in Single-member Company should be granted legislatively is solved in the first part. It surrounds tightly the theoretical obstacle the shareholders limited liability in Single-member Company encounters, necessary reflects about the theory of shareholders limited liability in traditional law of corporate are made from the perspective of theoretical and positive analysis. In the mean time, the social positive benefit the shareholders limited liability in Single-member Company brings is analyzed, and the conclusion is further deduced that shareholders limited liability in Single-member Company has the necessity to be granted legislatively. The second part attempts to understand the shareholders limited liability in Single-memberCompany by right and obligation mode from the relations between shareholders limited liability and capital system of company as well as from two aspects of capital arrangement in the company's setting up stage and capital supervising in the company's operating stage, so to get a further understanding of the system of shareholders limited liability. The third part puts forward the additional relief measures of shareholders limited liability in Single-member Company with shareholders unlimited liability and discusses definitely the common types of shareholders unlimited liability in Single-member Company by learning from the doctrine of veil piercing in Common Law System.