The Research Of One-man Company Legal System

Since 1897 the case "Sa Luomu sued Sa Luomu the limited company" in England* one man company has stepped onto a legislative path from existence in fact . Hereafter, US, Japan and so on the developed countries successively carry on legislative rules and regulations to one man company in order to raise the advantage and drive the shortcoming. With the unceasing development of Chinese reform and opening up, the legislation of one man company is also raised on the formulation agenda. The state-owned sole corporations and the sole corporations invested by a foreign person are the initial shape of one man company formally in our country . Because of the different treatment to the domestic capital and foreign capital and other reasons, causes substantive one man company's existence, company credibility debasement and so on a series of one man company questions therefrom, which pressing for legislative solution. Therefore, through meticulous and rigorous argumentation, our corporation law experts and legislators has finally written one man company into the new corporation law at the third time revision of it.In new corporation law, it is formulated specially that a single natural person or legal person can invest in setting up one man company, and the corporate form is limited liability company;A natural person only can invest in setting up a one man company of limited, and this company cannot invest in setting up any one man company of limited again. Therefore, it can be seen that a legal person may set up many entire capitals subsidiary companies, but the unreasonable places of associated transaction in practice between the entire capital subsidiary company and parent company, between the different subsidiary company, are much more than what between a couple of one man companies indeed that set up by a natural person. In addition, the introduction of shareholder's significant decision-making advertisement, disregard of corporate personality, financial accountant audit system at the end of one year in one man company and so on in new corporation law, in fact creates excessive stipulated limits to one man company instead of strengthening the surveillance from one man company outside to make up the interior supervising and managing vacancy inside,which will not favor to the need improvement of one man company indeed.The first chapter of this article summarizes the connotation, extension, emergence and development of one man company, as well as the legislation present situation of one man company overseas and legislation course in our country.The second chapter, through contrasting the new corporation law with the old ones, the correlation stipulation of common limited company and one man company, interprets deeply the established systems of one man company in our country's new corporation law, researches into its insufficiency of establishment stipulation and consummates.The third chapter makes a search for the regulations methods of one man company indeed on the base of deep analysis of its emergence.The fourth chapter analyzes deeply that the application of disregard of corporate personality in one man company should be stricter than in common limited company at the background of our country preliminary establishment of disregard of corporate personality.The fifth chapter bases on the corporate governing mechanism of one man company, analyzes the insufficiency of its existence, and proposes certain legislation designs on the system arrangements of corporate governing structure and the effective and improved operation of corporate governing mechanism.