The Comparison Chinese-french On One-man Company Of Limited Liability

The one-man company of limited liability was admitted by Chinese Company Law promulgated in on 27th October 2007, however, such type of company is hardly chosen in business practice. The Company Law just provides a simple regime, which is not applicable enough. The creation and the operation of one-man company of limited liability are, as a result, limited in certain degree.Severely criticized, the French company law system makes continually progresses in order to adapt itself to the requests raised by the development of modern economy. The French Law on 11th July 1985 admitted the one-man company of limited liability without subversion of traditional theory issuing from Roman law, and the whole legal system of company law is well conserved. The similar situation delivers the motive to the author of finding out some inspiration from French regime in the interest of the perfection of Chinese regime, and such a research is based on the reference of a large amount of stipulations in French legislation, and several famous books on French company law are also referenced and cited.This thesis is composed of 5 chapters:Chapter 1 gives the readers a general idea of the one-man company of limited liability. The extension of this thesis is defined, moreover the background of formation of this type of company and its necessity are explained. Then, the author introduces the development of the legal regimes of one-man company of limited liability in France, in Europe and in China. While giving a presentation of the French regime, the author also mentions its mains types of company for commentating the reason why the legislation has chosen a form of company of limited liability for one-man company. Besides, other one-man companies in the French regime are also introduced.In Chapter 2, the nature of one-man company of limited liability is discussed. Having mentioned all theories, the author discusses this issue in manner of considering respectively its property and its corporate personality. For the former, the author introduces in detail the theory of patrimoine in traditional French legal system and the theory of patrimoine d'affection created in order to resolve the problems which the theory of patrimoine cannot settles, and then a comprehension of the nature of one-man company of limited liability is given. For the latter, having explained the conservative attitude of French legislation, the author analyses the key point for maintaining of the independent corporate personality. In succession, the author indicates his own comprehension on the nature of one-man company of limited liability in manner of a presentation of the foundation without shareholder and the one-man company with two shareholders.Chapter 3 studies on lifting veil of one-man company of limited liability. In this chapter, the author emphasizes lifting veil in French law and other solutions which compel shareholders to take responsibility over their contribution. In conclusion, the author raises his opinions for Chinese legislation in allusion to the characteristics of one-man company of limited liability.Chapter 4 on the creation, the modification and the termination of one-man company of limited liability and Chapter 5 on its operation are the important part of this thesis. In this part, the author introduces French stipulations in detail and analyses, at a practical angle, each particular regime, thus a comparison with Chinese legislation is made.