Research On Rules And Regulations Of One-Man Company

One-man company is the company funded by the only one shareholder (natural or legal person), who holds all the shares or investments of the company. There are two basic legal characteristics: First, the uniqueness of the number of the shareholder; second, the limited liability of the shareholder. At first, one-man company started as a fact before recognized by law. In 1897, Salomon v. Salomon & Co. Ltd. Case in United Kingdom confirmed the status of one-man company first, and its final judgement symbolized that the British common law started to affirm the independent legal personality of one-man company. Since then, one-man company has stepped onto a legislative path from existence in fact. In 1925, Liechtenstein was the first country whose legislation established the legal station of one-man company. Since then, in many countries one-man company had been confirmed either by the precedent or by the legislation, and developped vigorously in the worldwide.In China, it also took a long time before the new Corporation Law recognized one-man company completely. The old company law picked the limited acknowledgement to one-man company. This legislative condition created the confusion during the course of applying the law, and the theory and practice conflicted. In order to perfect the corporation system, the 18th meeting, the tenth session of Standing Committee of PRC National Congress passed the"Amendment"to"Corporation Law of PRC"on October 27th, 2005. Compared with the old company law, the new Corporation Law made a lot of changes. In the second chapter of third, it made special rules and regulations about one-man company. The new Corporation Law officially recognized the legal status of one-man company, and set up the legal system of one-man company primarily in China. The new Corporation Law changed the predicament which the old faced, and integrated one-man company into legal system, and not only limited its inherent shortcomings but also displayed its unique superiority.But, compared with advanced countries, one-man company is a new emerging thing in our country, the new Corporation Law still has much disappointment in rules and regulations and the legislative technology. Facing these shortcomings and insufficiency, how to establish a set of system to prevent risk of one-man company has become a hot topic.This article is based on the basic theories of one-man company, draws on the legislative experience of other countries, at the same time unifies our country's current and actual situation, embarks from one-man company's inherent characteristics and risks, and finally gives forward suggestions on perfection.This paper is composed of four parts:Part 1: Introduces the summary of one-man company's basic problems. On the base of the introduction of one-man company conception, discusses its features and classifications. What is more, it illustrates one-man company's appearance and development and analyses the reasons;Part 2: Takes the legislative examples about one-man company. This part is the comparative study on the legislative attitudes and legal regulations of one-man company abroad, from the respects of two legal system countries and other important countries;Part 3: Analyses the legislative course of our country's one-man company. This part introduces the legislation and practice of one-man company in our country, and in details analyzes the new provisions of the new Corporation Law and its significance;Part 4: Gives some suggestions about the legislative perfection of one-man company in our country. The author points out the shortcomings and insufficiency of the rules and regulations on one-man company, as well as puts forward suggestions on perfection to improve the legal regulating system.