Study On The Legal Issues Of Actual Controller Of Company In China

The article 217 of Chinese Company Law regulates definitely the actual controller of the company for the first time. The other articles of Company Law also provide the obligation of actual controller, however, these provisions are too general for they don't regulate concretely the extension, rights, obligations and responsibilities of actual controller. Besides, the definition of actual controller in some authorization files is different from the provisions of Company Law.The discussion of this article begins with the social current situation and legislative present situation of actual controller of company, and discourses the subject who has the right of controlling company, and then discusses the connotation and extension of actual controller, the difference between actual controller and final controller. This article also analyzes the concept of control and the right of control , the rights, obligations and responsibilities of actual controller, the application of the interrelated corporation systems to the system of actual controller and the improvement of the system of actual controller, and so on.Through the study on the system of actual controller of company, people can realize the actual controller much better, and make clear the rights, obligations and responsibilities of actual controller, and then protect the legal interests of company and creditor.This article consists of three chapters:The first chapter generally analyzes the actual controller of company.The second chapter focuses on the analysis of the rights, obligations and responsibilities of the actual controller of company.The last chapter discusses the application of the interrelated corporate systems to the system of actual controller and the improvement of the system of actual controller.This article has some new ideas:First, the extension of actual controller includes dormant shareholder, creditor, contract party, stakeholder, community, government, common board member, common manager, kinship, affiliated enterprise.Second, the rights of actual controller contains shareholder's right, contract right and the right of controlling company. The obligations of actual controller includes fiduciary duty, the duty of information disclosure, the duty of forbidden affiliated transaction.Finally, the system of piercing the corporate veil, the system of derivative suit can be applied to the system of actual controller. Actual controller is closely interrelated to corporate governance.There are a large number of actual controllers in social life. The lack of regulations leads to the exists of company actual controller violating the interests of company, the interests of creditor and the interests of the general public. The general regulations of Company Law haven't met the demand of society. Therefore, it is necessary to research the system of actual controller.