On The Prevention Risk Measures Of One-man Company

The original one-man companies were the company of de facto but not legal. The final sentence of saloman v. saloman co. ltd indicated that one-man company was affirmed by case law in 1897. However Liechtenstein one-man company legislation is the first statute law, henceforth, more and more countries accepted one-man company in their statute law. Because of the affirmation by law, one-man company developed very fast in the west countries in the 7^th decade of 20^th century. Our country has admitted one-man company along with the issue of the new company law.Beside of the risk in general company, there is also a series of new risk to its creditor in one-man company. It is because the counterbalancing of power mechanism in traditional companies has malfunctioned, and one-man company' shareholder can abuse the legal personality easily. The special risk in one-man company mainly includes basic self-dealing, excess pay, evading the limit of company manager, and abusing the right of credit and guarantee.Most countries which admit one-man company have constituted special items to prevent one-man company's risk, such as Liechtenstein, America, Germany, and France. There is a separate sector for restricting one-man company in our new company law, however, there are also some questions such as too simple structure of governance, imperfect surveillance of finance, lack of maneuverability in corporate capacity fiction and etc. So it can't prevent the risk of one-man company efficiently.To prevent one-man company' risk, we can perfect our company law from two sides: constructing system and material measures. Firstly, we should perfect social credit and corporate capacity fiction system, and introduce equitable subordination principle into company law. Secondly, we should constitute material provisions in allusion to different phases of setting up, operation and dissolution to prevent relevant risk.