Research On Corporate Governance Structure Problems Of China's One-man Company

The one-man company means a limited company with only one shareholder and this shareholder has the whole capital or shares of the company. one-man company initially established by the investor for avoiding and law to enjoy the benefit of limited liability, it is a factual form of company. Most investors are in favor of one-man company because it meets their demands of own the whole profit and bear limited liability. In 1897 one-man company was first legally accepted by Britain after"Salomon VS. Salomon & Co., Ltd". Then the developed countries of the West amended their company law in succession to admit the legal status of one-man company. The Twelfth Council Directive of 1989 of EEC even made one-man company widely accepted among the members of EU. The 1993 Company Law of our country admitted the state-owned sole company and exclusively foreign-owned enterprises which take the form of limited company. This was our country's affirmation of these two special types one-man company. However, the different treatments that the 1993 Company Law have between state-owned enterprises and non- state-owned enterprises and domestic capital and foreign capital have caused the number of substantial one-man companies greatly increased. Thus a series of legal problems appeared and eagerly need to be regulated. Especially with our country's entry into WTO and the trend of one-man company being widely accepted, this requirement seemed even imminent. So after a great deal of rigid reasoning by the experts and legislators, one-man company was finally accepted by our country when we amend our company law a third time in 2005.Because of this, firstly this article introduces the general theories about corporate governance structure of one-man company and comprehends the provisions of corporate governance structure in our country's Company Law. Then draw successful lessons from foreign one-man companies about their corporate governance structures. The article is based on the new-devised "Company Law". Together with the related laws, it analysis' one-man company system of the "Company Law" and how to apply the provisions. Further, it purposes a sound advice to be good to research and practice use. The full text is divided into three parts, concrete contents as follows:The first part is a preface, mainly introduce the purpose of this topic, and study method, basic thinking way and logic structure of thesis and overview about corporate governance structure of one-man company.The second part is the basic theories of one-man company, the contents involves the corporate governance structure theories of one-man company, the definition of the legal nature of one-man company. The essence to the corporate governance structure of one-man company lies in the power restriction and supervision. The philosophy basic of the corporate governance structure of one-man company is "human nature theory". The basic theories of the corporate governance structure of one-man company are the benefits related multilateral management theories.About the law property problem of one-man company, the writer approve to get away from the restriction of association, give one-man company law personality and limited liability, then reconstruction the theories system of one-man company.According to the organization of one-man company and special features to management mechanism, introduce France, Switzerland, Germany, EU and our country concerning the provision of the corporate governance structure of one-man company, and carry on horizontal contrast through brief , establishing foundation for the next part.The third part is the key part, mainly introduces the construction of the corporate governance structure of our country's one-man company, supervisor(meeting)supervisor(meeting) as a preface, with new Company Law of designate as foundation introduction the constitution, responsibility right of above-mentioned three organizations etc., in the interval, also involves the blemish of the related provision of our country's new Company Law , lay equal stress on applying the concrete situation of the legal entity personality denying system; and How to set up the company secretary's system and "accountant supervisor" system, according to our country's concrete situation. Main creative points in the article: 1. research angle, in the numerous angles of the research of one-man company, this article only selects the corporate governance structure of one-man company and make the decisive problem to get outstanding.2.The innovation of the main standpoint:(1)Limit the power of one-man shareholder and guerdon power to make decisions of the shareholder by legal condition; Give supervisor(meeting) the power of replace in the tenure of office of broad of director.(2) By the means of setting the limit of the outward invests guarantee of one-man company to replace to forbid outward invest and guarantee of one-man company ;Strictly forbid a state-owned company to establish one-man company.(3) Separating the power of the choose and replace of the board director and entitling one-man shareholder the power of choose and the one-man shareholder and supervisor(meeting) together have the approval power of the board director outward borrows or provide guarantee, ego trade, the similar industry forbid. (4)on condition that the one-man shareholder have no part-time job, reserves his right of part-time company supervisor; to internal supervisor's incentive mechanism, adopting basic salary and results salary; to outward supervisor's, adopting an encourage of rating a mechanism.