Study On One-Man Company's Governance And Lifting The Corporate Veil

One-Man Company whose shares or capital belong to one person is the latest form of company which has been adopted by some countries. These countries balance the relation among the independent legal personality of the entity, the shareholder's liability and the creditor's rights through legislation.Chapter I defines the connotation and denotation of One-Man Company, and addresses its characteristics, principles and categories. It also points out the difference between One-Man Company and Sole Proprietorship. The essential of the company is its separate sufficient property, independent idea and self-liability. One-Man Company has its own legal personality.Chapter II looks at the One-Man Company's governance. One-Man Company's shareholders' general meeting is replaced by the sole shareholder. The meeting records must be written in the register. The information that the entity unchains the director's limit to act as two sides' agent must be published in the constitution which is obliged to be registered to the authority. One-Man Company needs to set up supervisory board or supervisory mechanism. The entity can also follow France and South Korea to set up outside supervisory mechanism to perform the surveillances.Chapter III introduces the relation between the theory of lifting the corporate veil and One-Man Company. The value of the company mechanism is both economic and justice. Where the legal personality is abused, it is crucial to lift the corporate veil or to disregard the corporate entity. The use of lifting the corporate veil can balance the risk and obligation of shareholders and creditors in case the sole shareholder breaks the contract or avoids his/her liabilities.Chapter IV puts forward some advices on One-Man Company legislation. These advices include: the disclosure of One-Man Company and its sole shareholder, the regulations on One-Man Company's capital mechanism, the surveillances on One-Man Company.