Rethinking The Traditional Theory On Companies' Association Character

For a long time, the traditional theory on companies'association character, requiring at least two shareholders when the company is in and after incorporation, has been accepted as a dogma by scholars from the continental law system. Meanwhile, that'Company is an association legal person'becomes a classical definition of the company. As a result, the association character has become an inseparable label for the company.However, companies only appeared in certain period of the history. The definition of company is not an eternal truth. The social economy as well as the company itself is developing all the time, which directly leads to changes on the definition of company. So, when modern companies came into being, we should ask:"is the traditional theory on companies'association character still applicable to modern company?"To answer this question, four parts are included in this dissertation.The first part is chapter one which concerns two issues. The first one is the historical types of companies. According to the historical sequence, the author classifies companies into three categories: primitive companies, latter-day companies and modern companies. The second issue is how to understand the exact meaning of traditional theory on companies'association character.The second part is chapter two. By exploring the relationship between associations and companies, and the characters of latter-day companies, the author draws a conclusion that the traditional theory on companies'association character is rational, at least in the very time of primitive companies and latter-day companies. The third part is the major part of this dissertation including chapter three and chapter four. Chapter three challenges the traditional theory on companies'association character from the aspect of the practice of modern companies. Accordingly, Chapter four challenges the traditional theory on companies'association character from the aspect of theories of modern companies. Based on rethinking in these two chapters, the author firmly considers that the traditional theory on companies'association character has been outdated as to modern companies and should be rejected immediately.The fourth part is chapter five. Since the traditional theory on companies'association character has been proved an outdated theory, how can we identify modern companies objectively? The author presents three key characters of modern companies. First, the independence of legal personality is the basic character of companies; second, the company is a group of persons; and third, the company is a group of persons incorporated under the modern company law. Also, based on the previous analysis, the author responds to the impugnments on the one-person company and holds that, except the number of shareholders, there is nothing special for one-person company. It meets all the requirements of a modern company.Then comes the last part of this dissertation: conclusion and flaws.As this dissertation mainly depends on the research of the history of companies, the historical method is indispensable. Meanwhile, Positive as well as analytical method is also important method of this dissertation.