Research On The Agreement Of Contract And Management Of Limited Liability Company

Besides the preface and the conclusion, the dissertation could be divided into three chapters.The first chapter is a summarize to Contract and management agreement of limited liability Company. This part firstly discuss the concept and the legal characters of Contract and management agreement, the author mainly introduce its legal relationship, in according to the right and obligation of it. The second section introduced the company contracted the historical perspective which the contract produced, the contracted management system in our country has experienced from the land contracting household, to the State-owned business contracted management, the Rural enterprise contracted management, the Joint venture with Chinese and foreign investment contracted management ,company contracted management several historical stages up to now, the contractor system in the special status of the contract for the company to provide the soil for the survival. At the same time, the contracted management system can overcome the proxy cost question which causes by two power separations, company's right of management, the profit to obtain the power, the risk exposure responsibility to concentrate on the contractor body, thus realizes the company power and responsibility favorable unification, moreover the company owner's security requirements and between the company operator's independent demand's contradiction obtained great degree well distributed, therefore this is precisely in the practice the people adopts the Limited liability company contracted management massively . Then, in the third quarter of this chapter, from both the positive and negative aspects of the contract described in the company's role in society, it is the person in the field of corporate governance autonomy performance of the company's system of company law designed to correct the deviation, it can fully tap limited liability company's potential, and optimize corporate governance model, can play professional, the company contracts is irreplaceable and it is of positive significance to its vitality; At the same time, it also has some negative effects, how to eliminate the company contracts, the negative impact of This article is a detail in Chapter III of the content.Content set forth by second chapters are the main body of a book priority. First introduced in the practice of the two controversial cases triggered the effectiveness , of this section through the "void" is based on the grounds for refuting one after another, a limited liability company that the contract is legal conclusions. Then, from the following three aspects, the author discussed in detail the limited liability company the legality of the contract: Company legal norm analysis, articles of incorporation highly autonomy as well as Limited liability company's particularity. Specifically speaking, the law of corporation in nature, is the imperative law and the random method complex compound, in the stock limited companies and the Limited liability company, the imperative law and the random method proportion is inconsistent, this involves to the law of corporation standard classified question. Limited liability company's distributional rules and the structural rules, should bestow on the power and supplemental primarily, it mainly due to a relatively small number of shareholders , they understood each other , to reach an agreement before the understanding of the information is also relatively full , therefore, in view of the fact that the shareholder is the own benefit best interpreter, generally speaking, the law should respect the contractual arrangements between shareholders, in order to achieve the social role of lease transactions. The adjustment of internal relations norms should be largely arbitrary norms, the adjustment of external relations norms should be mainly peremptory norms. only involves the interests of the shareholders and the company should be arbitrary norms, while a third person, in particular creditors' interests should be mandatory norms, in this context, on the Organization of the companies relates only to the interests of shareholders and the company itself norms, should mainly be characterized as arbitrary norms.Finally, in accordance with status of the company contracts with national conditions, the author put forward some reasonable proposals: strictly regulate the establishment of the contract requirements, and the protection of the legitimate rights of the shareholders and expand judicial intervention appropriate space. The author defines out a reasonable normal corporate contract system, this normal system is considered to offer corporate contract well-performed circumstances, and helps them develop smoothly.