The Research On Legislative Defects Of One-man Company In China

In 2005,"corporation law" has been revised.It has given one-man company limited liability company legal status(for short name "one-man company ") with several articles of law,which-comform to international tidal currentand objective need.For the first time,one-man company has been confirmed legally.Because the written law has the characteristics of hysteresis and undistribution and the theories of one-man company of our country all come from overseas,lacking the foudation of one-man company practical experience,the rules and regulations of the corporation law revised in 2005 are insufficient towards one-man company.Some clauses are too restrictive, some relaxing,and some even lack a lot and,so the legaslative goal of one-man company can't be realized completely,which displays,three aspects of establishment,operation and civil liability underlaking of one-man company.To overcome the establishment of the midde main body,capital system and the lacking of legilation in regislration,the one-man company of derivative and practical significance should be brought into law gauge system,makes clear firm standdard.Its reguire of founding should be reduced.Its regulations of registartion,the changes in registration and the basic reserve fund ought to be set up and improved.Its ability of debt guarantee be strengthened,its imformation range be enlarged.The duty of publishing the name of one-man company limited liability company is strengthened.On account of lacking control of management construction with only one shareholder,in company management the board of direstors and supervisory department should be established to standardize the behavior of the self-transaction of the shardholder and make definite the shareholder's written record duty and liability undertaking.In one-man company the independent position of auditor is difficult to pledge in company financial and accounting firm and the inguiring right of relative people ought to be explicited.So the regulations of accounting supervisor ought to be formulated in one-man company.In.accounting firm,the conditions of engagement and dissmissal as well as the procedure should go into details.Ome vote system is put into-practice against the producer of false financial report,in order to ansure the independent position of auditor and the inquarinf fight of relative people.At the same time specifically for the behavior of the natural man shareholders investing in several legistration should go ahead to encourage them to invest and reinforcing public authority of courtry and public society fight to control one-man company,improving the credit system of one-man company at the same time.To realize the legislation purpose of negative of corporate personality and overcome a lot abuse the civil liablity bears in one-man company.That should be made clear the main body,time testify responsibility and constitutive condition in appeals of negation of corporate personality.